Common use of Further Action; Reasonable Best Efforts Clause in Contracts

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, Parent shall as promptly as practicable make any filings, and thereafter make any other required submissions, with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing is specified by Parent to the Company in writing (the “Specified Filings”), and each party shall reasonably coordinate and cooperate with the other parties in exchanging such information and providing such assistance as Parent may reasonably request in connection therewith. In addition, each of the parties hereto shall (i) notify the other parties as promptly as practicable of any communication (whether oral or written) it or any of its affiliates receives from any Governmental Authority in connection with the Transactions, (ii) permit the other parties to review in advance, and consult with the other parties on (and obtain the prior written consent of Parent with respect to), any proposed filing, submission or communication (whether oral or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubt, the Specified Filings), and (iii) to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at (and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with the Transactions. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified Filings.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, Parent each of the parties hereto shall as promptly as practicable make any its respective filings, and thereafter make any other required submissions, with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing that is specified by Parent to the Company in writing (the “Specified Filings”), and each party shall reasonably coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as Parent the other parties may reasonably request in connection therewith. In addition, each of the parties hereto shall (i) notify the other parties as promptly as practicable of any communication (whether oral or written) it or any of its affiliates receives from any Governmental Authority in connection with the Transactions, (ii) permit the other parties to review in advance, and consult with the other parties on (and obtain the prior written consent of Parent with respect to), any proposed filing, filing or written submission by such party or any communication (whether oral or written) voluntarily initiated by such party (not in response to any inquiry or request for information from any Governmental Authority) with or to any Governmental Authority in connection with the Transactions, (iii) use reasonable best efforts to consult with the other parties, to the extent practicable and permitted by such Governmental Authority, in advance of any other communication (whether oral or written) with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubt, the Specified Filings), and (iiiiv) to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at (and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with the TransactionsTransactions that was requested by such Governmental Authority and obtain the prior written consent of Parent before initiating or voluntarily requesting any such meeting or conference. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified Filings.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Parent shall as promptly as practicable make any filings, and thereafter make any other required submissions, with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing is specified by Parent to the Company in writing (the “Specified Filings”), and each party shall reasonably coordinate and cooperate with the other parties in exchanging such information and providing such assistance as Parent may reasonably request in connection therewith. In addition, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) notify make an appropriate filing of a Notification and Report Form pursuant to the other parties HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, and comply with applicable Foreign Antitrust Laws, as promptly as practicable; and (iii) subject to applicable Laws relating to access to and the exchange of information, use its reasonable best efforts to (A) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (whether oral or writtenthe "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") it or any of its affiliates receives from any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party under any Competition Laws, in each case regarding any of the Transactions, ; and (iiC) permit the other parties hereto to review in advanceadvance any communication intended to be given by it to, and consult with the other parties on (and obtain the prior written consent in advance of Parent with respect to), any proposed filing, submission meeting or communication (whether oral or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubtconference with, the Specified Filings)FTC, the DOJ or any such other Governmental Authority, and (iii) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and participate at (in such meetings and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with the Transactions. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified Filingsconferences.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Parent shall as promptly as practicable make any filings, and thereafter make any other required submissions, with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing is specified by Parent to the Company in writing (the “Specified Filings”), and each party shall reasonably coordinate and cooperate with the other parties in exchanging such information and providing such assistance as Parent may reasonably request in connection therewith. In addition, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) notify make an appropriate filing of a Notification and Report Form pursuant to the other parties HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws as promptly as practicable; and (iii) subject to applicable Laws relating to access to and the exchange of information, use its reasonable best efforts to (A) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (whether oral or writtenthe “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) it or any of its affiliates receives from any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, ; and (iiC) permit the other parties hereto to review in advanceadvance any communication intended to be given by it to, and consult with the other parties on (and obtain the prior written consent in advance of Parent with respect to), any proposed filing, submission meeting or communication (whether oral or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubtconference with, the Specified Filings)FTC, the DOJ or any such other Governmental Authority, and (iii) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and participate at (in such meetings and obtain conferences. To the prior written consent (not extent permitted by Law, Parent shall have the right to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, direct all matters relating to compliance with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority Competition Laws in connection with the Transactions. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified FilingsTransaction.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Parent shall as promptly as practicable make any filings, and thereafter make any other required submissions, with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing is specified by Parent to the Company in writing (the “Specified Filings”), and each party shall reasonably coordinate and cooperate with the other parties in exchanging such information and providing such assistance as Parent may reasonably request in connection therewith. In addition, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) notify make an appropriate filing of a Notification and Report Form pursuant to the other parties HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, and comply with applicable Foreign Antitrust Laws, as promptly as practicable; and (iii) subject to applicable Laws relating to access to and the exchange of information, use its reasonable best efforts to (A) cooperate with each other 40 in connection with any filing or submission and in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (whether oral or writtenthe "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") it or any of its affiliates receives from any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, ; and (iiC) permit the other parties hereto to review in advanceadvance any communication intended to be given by it to, and consult with the other parties on (and obtain the prior written consent in advance of Parent with respect to), any proposed filing, submission meeting or communication (whether oral or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubtconference with, the Specified Filings)FTC, the DOJ or any such other Governmental Authority, and (iii) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and participate at (in such meetings and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with the Transactions. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified Filingsconferences.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, Parent shall as promptly as practicable make any filings, and thereafter make any other required submissions, with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing is specified by Parent to the Company in writing (the “Specified Filings”), and each party shall reasonably coordinate and cooperate with the other parties in exchanging such information and providing such assistance as Parent may reasonably request in connection therewith. In additionherein provided, each of the parties hereto Parties agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated or required by this Agreement, including using reasonable best efforts to satisfy the conditions precedent to the obligations of any of the Parties, to obtain all necessary authorizations, consents and approvals (including CFIUS Approval and the Regulatory Approvals), and to effect all necessary notifications, registrations and filings (including any registrations, notifications and filings required to be made in connection with obtaining such approvals). Each of the Parties shall (i) notify promptly inform the other parties as promptly as practicable Party of any communication (whether oral received by such Party from, or written) it or given by such party to a Governmental Entity, promptly providing copies to the other Party of any such written communications regarding any of its affiliates receives from the transactions contemplated by this Agreement and of any Governmental Authority communication received or given in connection with any proceeding by a private party regarding the Transactions, transactions contemplated by this Agreement; (ii) permit the other parties Party to review in advanceadvance any written communication that it gives to, and consult with the each other parties on (and obtain the prior written consent in advance of Parent with respect to)any meeting, any proposed filing, submission telephone call or conference or communication (whether oral or written) by such party with or to any Governmental Authority Entity relating to the transactions contemplated by this Agreement and (iii) not participate in any communication with a Governmental Entity regarding CFIUS Approval, Regulatory Approvals or obtaining the expiration or termination of the waiting period under the HSR Act in connection with the Transactions (including, for the avoidance of doubt, the Specified Filings), and (iii) to the extent permitted transactions contemplated by such Governmental Authority, give this Agreement without giving the other parties the Party an opportunity to attend participate in such communication. Each of the Parties shall (i) cooperate and participate at (and obtain coordinate with the prior written consent (not other in the making of any filings or submissions that are required to be unreasonably withheld, conditioned made under any applicable Laws or delayed) of the Company or Parent, as applicable, with respect requested to agreeing to or scheduling) any meeting or conference with be made by any Governmental Authority Entity in connection with the Transactionstransactions contemplated by this Agreement, provided that if the Parties cannot agree on any tactic or strategy after good faith discussions, Parent shall have the final determination of any such tactic or strategy, (ii) supply the other Parties or their respective outside counsel with any information (other than information subject to attorney-client or attorney work-product privilege) that may be required or requested by any Governmental Entity in connection with such filings or submissions, (iii) supply any additional information that may be required or requested by any Governmental Entity in which any such filings or submissions are made as promptly as practicable, (iv) use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under any applicable Laws as soon as practicable and (v) use their reasonable best efforts to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required under or in connection with any applicable Laws or from any Governmental Entity (including the CFIUS Approval and Regulatory Approvals). The Parties may designate, as they deem advisable and necessary, any sensitive information materials required to be provided to the other under this Section 5.6(a) 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 advance written consent of the Party providing such materials or its counsel. Notwithstanding the foregoing prior two sentences, Parent is not required to provide Company or anything contained herein its representatives with personal identifying information required to the contrary, neither the Company nor Parent or Merger Sub shall make be submitted to CFIUS pursuant to and are not required to share any filings or submissions with respect information required to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified Filingsbe submitted to CFIUS under 31 C.F.R. § 800.402(c)(6)(vi)(B).

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, Parent each of the parties hereto shall as (i) make promptly as practicable make any its respective filings, and thereafter make any other required submissions, with respect to the Transactions with or to each relevant Governmental Authority with jurisdiction over enforcement of the any applicable antitrust or competition Laws if such filing is specified by Parent with respect to the Company in writing (the “Specified Filings”)Transactions, and each party shall reasonably coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as Parent the other parties may reasonably request in connection therewith. In additiontherewith (including, each of the parties hereto shall without limitation, (i1) notify notifying the other parties as promptly as practicable of any communication (whether oral verbal or written) it or any of its affiliates receives from any Governmental Authority in connection with the Transactionssuch filings or submissions, (ii2) permit permitting the other parties to review in advance, and consult consulting with the other parties on (and obtain the prior written consent of Parent with respect to)on, any proposed filing, submission or communication (whether oral verbal or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubt, the Specified Filings)Authority, and (iii3) to the extent permitted by such Governmental Authority, give giving the other parties the opportunity to attend and participate at (and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with respect of any filing, investigation or other inquiry); and (ii) use its reasonable best efforts to 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. Notwithstanding , including, without limitation, taking any and all steps necessary to avoid or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Authority so as to enable the foregoing parties hereto to expeditiously consummate the Transactions, including, without limitation, committing to and effecting, by consent decree, hold separate orders, or anything contained herein to otherwise, the contraryrestructuring, neither reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that the Company nor Parent shall not agree to take any such steps (including any hold separate, restructuring, reorganization, sale, divestiture or disposition) without the prior written consent of Parent; provided further, that none of Parent, Merger Sub or any of their Affiliates shall make be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any filings or submissions action that limits its freedom of action with respect to the Transactions with or to, or seek any approvals fromits ability to retain, any Governmental Authority with jurisdiction over enforcement of antitrust its businesses, services or competition Laws other than assets. If, at any time after the Specified FilingsEffective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. (a) Upon Parent shall, as soon as reasonably practicable after the terms and subject to the conditions date of this Agreement, Parent shall as make or cause to be made promptly as practicable make any the filings, and thereafter make or cause to be made any other required submissions, with the relevant Governmental Authority with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing is specified by Parent to the PRC Anti-trust Approval. The Company in writing (the “Specified Filings”), and each party shall reasonably coordinate and fully cooperate with the other parties Parent in exchanging such information and providing such assistance as Parent and Merger Sub may reasonably request in connection therewithwith the PRC Anti-trust Approval. In additionThe Company, each of on the parties hereto shall one hand, and Parent, on the other hand, shall, (iA) notify the other parties as party(ies) promptly as practicable of any communication (whether oral verbal or written) it or any of its affiliates Affiliates receives from any Governmental Authority in connection with the TransactionsPRC Anti-trust Approval, (iiB) permit the other parties to review in advance, and consult with the other parties on (and obtain the prior written consent of Parent with respect to)on, any proposed filing, submission or communication (redacting such party’s commercial or competitive sensitive information, whether oral verbal or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubt, the Specified Filings)Authority, and (iiiC) to the extent permitted by such Governmental Authority, give the other parties party(ies) the opportunity to attend and participate at (and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with respect of any filing, investigation or other inquiry. On the terms and subject to the conditions of this Agreement, the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall use their respective reasonable best efforts to 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. Notwithstanding , including employing such resources as are necessary to obtain the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified FilingsRequisite Approvals.

Further Action; Reasonable Best Efforts. (a) Upon On the terms and subject to the conditions of this Agreement, Parent each of the parties hereto shall, and shall as cause their respective Representatives to, (i) make promptly as practicable make any its respective filings, and thereafter make any other required submissions, with respect to the Transactions with or to each relevant Governmental Authority with jurisdiction over enforcement of the any applicable antitrust or competition Laws if such filing is specified by Parent with respect to the Company in writing (the “Specified Filings”)Transactions, and each party shall reasonably coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as Parent the other parties may reasonably request in connection therewith. In additiontherewith (including (A) obtaining consent (such consent not to be unreasonably withheld, each of the parties hereto shall (iconditioned or delayed) notify from the other parties as promptly as practicable of before making any substantive communication (whether oral verbal or written) it or any of its affiliates receives from with any Governmental Authority in connection with the Transactionssuch filings or submissions, (iiB) permit permitting the other parties to review in advance, and consult consulting with the other parties on (and obtain the prior written consent of Parent with respect to)on, any proposed filing, submission or communication (whether oral verbal or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubt, the Specified Filings)Authority, and (iiiC) to the extent permitted by such Governmental Authority, give giving the other parties the opportunity to attend and participate at (and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection respect of any filing, investigation or other inquiry); and (ii) cooperate with the Transactions. Notwithstanding the foregoing or anything contained herein other parties hereto and, subject to the contrarySection 6.07(b) and Section 6.07(c) use its reasonable best efforts, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect and cause its Subsidiaries to the Transactions with or touse their respective reasonable best efforts, to take, or seek any approvals fromcause to be taken, any Governmental Authority with jurisdiction over enforcement of antitrust all appropriate action, and to do, or competition cause to be done, all things necessary, proper or advisable under applicable Laws other than or otherwise to consummate and make effective the Specified FilingsTransactions, including employing such resources as are necessary to obtain the Requisite Regulatory Approvals.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, Parent shall as each of the parties hereto shall, (i) make promptly as practicable make any its respective filings, and thereafter make any other required submissions, with respect to the Transactions with or to each relevant Governmental Authority with jurisdiction over enforcement of the any applicable antitrust or competition Laws if such filing is specified by Parent with respect to the Company in writing (the “Specified Filings”)Transactions, and each party shall reasonably coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as Parent the other parties may reasonably request in connection therewith. In addition, each of the parties hereto shall therewith (iincluding(A) notify notifying the other parties as promptly as practicable of any communication (whether oral verbal or written) it or any of its affiliates Affiliates receives from any Governmental Authority in connection with the Transactionssuch filings or submissions, (iiB) permit permitting the other parties to review in advance, and consult consulting with the other parties on (and obtain the prior written consent of Parent with respect to)on, any proposed filing, submission or communication (whether oral verbal or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubt, the Specified Filings)Authority, and (iiiC) to the extent permitted by such Governmental Authority, give giving the other parties the opportunity to attend and participate at (and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with respect of any filing, investigation or other inquiry); and (ii) use its reasonable best efforts to 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. Notwithstanding ; provided, that none of the foregoing or anything contained herein to the contraryCompany, neither the Company nor Parent or Parent, Merger Sub or any of their Affiliates shall make be required to hold separate, restructure, reorganize, sell, divest, dispose of, or otherwise take or commit to any filings or submissions action that limits its freedom of action with respect to the Transactions with or to, or seek any approvals fromits ability to retain, any Governmental Authority with jurisdiction over enforcement of antitrust its businesses, services or competition Laws other than assets. If, at any time after the Specified FilingsEffective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such action.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of this Agreement, Parent shall as including the terms and conditions set forth in Section 6.08(a) specifying the circumstances under which Merger Co is obligated to draw the Bridge Financing, each of the parties hereto agrees to use its reasonable best efforts to (i) 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 Law or otherwise to consummate the Merger, (ii) obtain from Governmental Authorities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Merger Co or the Company or any of their respective subsidiaries in connection with the authorization, execution and delivery of this Agreement, and (iii) promptly as practicable make any all necessary filings, and thereafter make any other required submissionssubmission, with respect to this Agreement and the Transactions Merger required under the HSR Act or any other applicable antitrust, competition or fair trade Laws with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing is specified by Parent respect to the Company in writing (the “Specified Filings”)Merger. Subject to appropriate confidentiality protections, and each party shall reasonably coordinate and cooperate with the other parties in exchanging such information and providing such assistance as Parent may reasonably request in connection therewith. In addition, each of the parties hereto shall have an opportunity to review and comment on drafts of all applications, notices, petitions, filings and other documents made or prepared in connection with the items described in clauses (i) notify through (iii) above, which comments shall be considered by the other parties party in good faith, shall cooperate with each other in connection with the prompt making of all such filings, will furnish to the other party such necessary information and assistance as promptly as practicable such other party may reasonably request with respect to the foregoing and will provide the other party with copies of all filings made by such party with any communication (whether oral or written) it or applicable Government Authority, and, upon request, any of its affiliates receives from any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions, (ii) permit the other parties to review in advance, and consult with the other parties on (and obtain the prior written consent of Parent with respect to), any proposed filing, submission or communication (whether oral or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubt, the Specified Filings), and (iii) to the extent permitted by such Governmental Authority, give the other parties the opportunity to attend and participate at (and obtain the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority in connection with the Transactions. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified FilingsMerger.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Parent shall as promptly as practicable make any filings, and thereafter make any other required submissions, with respect to the Transactions with or to each Governmental Authority with jurisdiction over enforcement of the antitrust or competition Laws if such filing is specified by Parent to the Company in writing (the “Specified Filings”), and each party shall reasonably coordinate and cooperate with the other parties in exchanging such information and providing such assistance as Parent may reasonably request in connection therewith. In addition, each of the parties hereto shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions necessary, proper and advisable under applicable Laws to consummate the Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, each party shall: (i) notify make an appropriate filing of a Notification and Report Form pursuant to the other parties HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act; (ii) make any additional filings required by any applicable Competition Law and take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Competition Laws, and comply with applicable Foreign Antitrust Laws, as promptly as practicable; and (iii) subject to applicable Laws relating to access to and the exchange of information, use its reasonable best efforts to (A) cooperate with each other in connection with Execution Copy any filing or submission and in connection with any investigation or other inquiry under or relating to any Competition Law; (B) keep the other parties informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (whether oral or writtenthe “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) it or any of its affiliates receives from any other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions, ; and (iiC) permit the other parties hereto to review in advanceadvance any communication intended to be given by it to, and consult with the other parties on (and obtain the prior written consent in advance of Parent with respect to), any proposed filing, submission meeting or communication (whether oral or written) by such party with or to any Governmental Authority in connection with the Transactions (including, for the avoidance of doubtconference with, the Specified Filings)FTC, the DOJ or any such other Governmental Authority, and (iii) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority, give the other parties the opportunity to attend and participate at (in such meetings and obtain conferences. To the prior written consent (not extent permitted by Law, Parent shall have the right to be unreasonably withheld, conditioned or delayed) of the Company or Parent, as applicable, direct all matters relating to compliance with respect to agreeing to or scheduling) any meeting or conference with any Governmental Authority Competition Laws in connection with the Transactions. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor Parent or Merger Sub shall make any filings or submissions with respect to the Transactions with or to, or seek any approvals from, any Governmental Authority with jurisdiction over enforcement of antitrust or competition Laws other than the Specified FilingsTransaction.