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 hereof, each of the parties hereto shall 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 and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, the Registration Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof; (ii) promptly making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information, to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; (iii) avoiding the entry of, or having vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by an party; and (iv) taking any and all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation law that is asserted by any governmental entity with respect to the Offer or the Merger so as to enable the consummation of the Offer or the Merger to occur as expeditiously as possible, including but not limited to, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent or the Company or any of their respective subsidiaries, (or otherwise taking or committing to take any action that limits, in any material respect, the freedom of action with respect to, or its ability to retain, any of the businesses, product lines, or assets of Parent, the Company or their respective subsidiaries) as may be required in order 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 or delaying the consummation of the Offer or the Merger; provided, however, that Parent shall not be required to agree to any hold separate order, sale, divestiture, or disposition of assets or businesses of Parent or the Company which account, in the aggregate, for more than $160 million in sales of Parent or the Company, as the case may be, in the most recently completed fiscal year. At the request or Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by Parent, the Company, or any of their respective Subsidiaries to consummate the Offer and the Merger or other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, recommend, suggest, or commit to any sale, divestiture or disposition of assets or businesses of the Company or its Subsidiaries. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the 52 48 proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals and consents of governmental order, including, without limitation: (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advise the other orally of), any communications from or with any governmental authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement; (ii) permitting the other party to review in advance, and considering in good faith the views of one another in connection with, any proposed communication with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law; and (iii) not agreeing to participate in any meeting or discussion with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law unless it consults with the other party in advance.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicableMerger, including but not limited to (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, the Registration Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof; (ii) promptly making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information, using its reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities Governmental Authorities and parties to contracts with the Company and its subsidiaries the Subsidiaries as are necessary for the consummation of the transactions contemplated Merger; provided that neither Merger Sub nor Parent will be required by this Agreement and Section 6.07 to fulfill the conditions to the Offer and the Merger; (iii) avoiding the entry of, or having vacated or terminated, take any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Mergeraction, including but not limited to defending through litigation on the merits entering into any claim asserted in any court by an party; and (iv) taking any and all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation law that is asserted by any governmental entity with respect to the Offer or the Merger so as to enable the consummation of the Offer or the Merger to occur as expeditiously as possible, including but not limited to, proposing, negotiating, committing to and effecting, by consent decree, hold separate order orders or otherwiseother arrangements, that (A) requires the saledivestiture of any assets of any of Merger Sub, divestiture or disposition of such assets or businesses of the Parent or Parent, the Company or any of their respective subsidiaries, subsidiaries or (or otherwise taking or committing to take any action that limits, in any material respect, the B) limits Parent’s freedom of action with respect to, or its ability to retain, any of the businesses, product lines, or assets of Parent, the Company and the Subsidiaries or their respective subsidiaries) as may be required in order 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 or delaying the consummation of the Offer or the Merger; provided, however, that Parent shall not be required to agree to any hold separate order, sale, divestiture, or disposition of assets or businesses of Parent or the Company which account, in the aggregate, for more than $160 million in sales of Parent or the Company, as the case may be, in the most recently completed fiscal year. At the request or Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company portion thereof or any of Parent’s or its Subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by Parent, the Company, or any of their respective Subsidiaries to consummate the Offer and the Merger or affiliates’ other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, recommend, suggest, or commit to any sale, divestiture or disposition of assets or businesses of the Company or its Subsidiariesbusinesses. In case case, at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the 52 48 proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent shall keep the other apprised Each of the status of matters relating parties hereto agrees to cooperate and use its reasonable best efforts (i) to vigorously contest and resist (including without limitation, defense through litigation on the completion merits) any Action, including administrative or judicial Action, challenging this Agreement, the Merger or any of the transactions contemplated hereby and work cooperatively in connection with obtaining hereby, or otherwise seeking to make illegal or to restrict, prevent, prohibit or delay the requisite approvals and consents consummation of governmental order, including, without limitation: (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advise the other orally of), any communications from or with any governmental authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement; hereby and (ii) permitting to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Merger or any of the other party to review in advancetransaction contemplated hereby, including, without limitation, by vigorously pursuing all available avenues of administrative and considering in good faith the views of one another in connection with, any proposed communication with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law; and (iii) not agreeing to participate in any meeting or discussion with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law unless it consults with the other party in advancejudicial appeal.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall 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 and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including including, but not limited to to, (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, the Registration Statement, any required filings under the HSR Act or other under any foreign filings antitrust, competition or trade regulation law, regulation or statute, and any amendments to any thereof; , (ii) promptly making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information, to obtain all licenses, permits, consents, clearances, approvals, authorizations, qualifications and 35 44 orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; Merger ("Governmental Consents"), (iii) avoiding defending through litigation on the entry ofmerits any antitrust, trade regulation or competition claim asserted in any court by any Governmental Entity, including, but not limited to, defending against any request for, or having seeking to have vacated or terminated, any decree, order, order or judgment that would restrain, prevent, prevent or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by an party; and (iv) taking any and all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrustdivesting such plants, competition, or trade regulation law that is asserted by any governmental entity with respect to the Offer or the Merger so as to enable the consummation of the Offer or the Merger to occur as expeditiously as possible, including but not limited to, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent Alcoa or the Company or any of their respective subsidiaries, Subsidiaries (including entering into customary ancillary agreements on commercially reasonable terms relating to any such divestiture of such assets or otherwise taking or committing to take any action that limits, in any material respect, the freedom of action with respect to, or its ability to retain, any of the businesses, product lines, or assets of Parent, the Company or their respective subsidiaries) as may be required in order to avoid the filing of a lawsuit by any Governmental Entity seeking to enjoin the Merger, or 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 or delaying the consummation of the Offer or the Merger; provided, however, that Parent Alcoa shall not be required to take any actions in connection with, or agree to to, any hold separate order, sale, divestiture, or disposition of plants, assets or and businesses of Parent Alcoa and its Subsidiaries or the Company which account, and its Subsidiaries that accounted in the aggregate, aggregate for more than $160 million in 2 1/2% of the combined sales of Parent or Alcoa and the Company, as the case may be, Company in the most recently completed fiscal yearyear 1998. At the request or Parentof Alcoa, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action may shall be conditioned upon the consummation of the Merger. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by Parent, the Company, or any of their respective Subsidiaries to consummate the Offer and the Merger or other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, recommend, suggest, or commit to any sale, divestiture or disposition of assets or businesses of the Company or its Subsidiaries. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the 52 48 proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent Alcoa shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals and consents of governmental orderGovernmental Consents, including, without limitation: (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advise the other orally of), ) any communications from or with any governmental authority Governmental Entity with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement; , (ii) permitting the other party to review and discuss in advance, and considering in good faith the views of one another in connection with, any proposed written (or any material proposed oral) communication with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law; and Governmental Entity, (iii) not agreeing to participate participating in any meeting or discussion with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law Governmental Entity unless it consults with the other party in advanceadvance and to the extent permitted by such Governmental Entity gives the other party the opportunity to attend and participate thereat, (iv) furnishing the other party with copies of all correspondence, filings and communications (and 36 45 memoranda setting forth the substance thereof) between it and any Governmental Entity with respect to this Agreement and the Merger, and (v) furnishing the other party with such necessary information and reasonable assistance as such other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any Governmental Entity. The Company and Alcoa may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the 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 (the Company or Alcoa, as the case may be) or its legal counsel.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall use its reasonable best efforts to take, take or cause to be taken, taken all appropriate actionactions, and to do or cause to be donedone all things, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as reasonably practicable, including but not limited to (i) cooperating in the preparation preparing and filing of the Offer Documentsas promptly as reasonably practicable all documentation to effect all necessary notices, the Schedule 14D- 9, the Proxy Statement, the Registration Statement, any required filings under the HSR Act or reports and other foreign filings and any amendments to any thereof; (ii) promptly making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information, to obtain as promptly as reasonably practicable all licensesactions, permitsinactions, consents, registrations, approvals, authorizations, qualifications and orders of governmental authorities and parties permits or authorizations necessary or advisable to contracts with be obtained from any Governmental Authority in order to consummate the Company and its subsidiaries as are necessary Transactions (for the consummation avoidance of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; (iii) avoiding the entry of, or having vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Mergerdoubt, including but not limited to defending through litigation on completing the merits any claim asserted in any court by an party; Foreign Exchange Filings and obtaining the Foreign Exchange Approvals), and (ivii) taking any and all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation law applicable Law that is may be asserted by any governmental entity with respect to the Offer or the Merger Governmental Authority so as to enable the consummation parties hereto to expeditiously consummate the Transactions; provided, that (x) none of Parent, Merger Company or any of their respective Affiliates or Representatives (excluding, in the Offer case of Parent, the Company and its Subsidiaries) shall be required to accept any onerous condition or mitigation measure imposed upon it that would have a material adverse effect on the expected economic benefit to Parent or the Merger to occur as expeditiously as possibleSponsors in the Transaction, including but not limited to commit to or effect, by consent decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses, or accept any prohibition or limitation on the ownership or operation of, or any arrangement that would apply to, proposingany of its or any of its Affiliates’ or portfolio companies’ assets, negotiatingproperties or businesses and (y) the Company shall, at Buyer Group’s request, use its reasonable best efforts to take 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 parties hereto to expeditiously consummate the Transactions, including committing to and effecting, by consent decree, hold separate order orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its assets, properties or businesses; provided, that (1) the Company may expressly condition any such sale, holding separate or other disposal, and any agreement to take any such action or to conduct its or any of its Subsidiaries’ business in any manner, upon the consummation of the Merger and other Transactions and (2) the Company shall not be required to take any action if such action would have or may be reasonably likely to have a Company Material Adverse Effect; provided, further, that any action taken by the Company pursuant to this Section 7.09(a) shall not be deemed to be a violation of any provision of Section 6.01. (b) Antitrust matters. (i) To the extent applicable and subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 7.09, each of the Company, Parent and Merger Company agrees to promptly provide to, and make necessary registrations, declarations or filings with, each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws (the “Governmental Antitrust Entity”) non-privileged information and documents (A) requested by any Governmental Antitrust Entity or (B) that are necessary, proper or advisable to permit consummation of the Transactions. Each of the Company, Parent and Merger Company shall (w) act in good faith and reasonably cooperate with the other parties in connection with any such registrations, declarations and filings and in connection with resolving any investigation or other inquiry of any Governmental Antitrust Entity, (x) promptly provide each other party with copies of any communications received from, or provided to, any Governmental Antitrust Entity, (y) permit the Representatives of each party hereto to participate in any discussions or meetings with any Governmental Antitrust Entity (and to provide reasonable advance notice of any such discussions or meetings), and (z) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.09(b) to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under all applicable antitrust Laws as soon as practicable. (ii) In furtherance and not in limitation of the covenants of the parties contained herein, if any objections are asserted with respect to the Transactions under any applicable antitrust or competition Laws or if any suit is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private party challenging any of the Transactions as violating any applicable antitrust or competition Laws or that would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of Parent, Merger Company and the Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the Transactions, which, for the avoidance of doubt, includes, at Buyer Group’s request, the Company’s selling, holding separate or otherwise disposing of or conducting its or any of its Subsidiaries’ business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its or any of its Subsidiaries’ business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or businesses the assets of its Subsidiaries or the conducting of its or any of its Subsidiaries’ business in a manner that would resolve such objections or suits so long as such actions do not have, and are not reasonably likely to have a Company Material Adverse Effect; provided, that the Company may expressly condition any such sale, holding separate or other disposal, and any agreement to take any such action or to conduct its or any of its Subsidiaries’ business in any manner, upon the consummation of the Merger and other Transactions; provided, further, that any action taken by the Company pursuant to this Section 7.09(b)(ii) shall not be deemed to be a violation of any provision of Section 6.01. Notwithstanding anything to the contrary contained herein, none of Parent, Merger Company or any of their respective Affiliates or Representatives shall be required to accept any onerous condition or mitigation measure imposed upon it that would have a material adverse effect on the expected economic benefit to Parent or the Sponsors in the Transaction, including to commit to or effect, by consent of decree, hold separate orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses, to conduct any of its or any of its Affiliates’ or portfolio companies’ business or accept any prohibition or limitation on the ownership or operation of, or any arrangement that would apply to, any of its or any of its Affiliates’ or portfolio companies’ assets, properties or businesses in order to resolve such objections or suits. (c) Each party hereto shall, upon reasonable request by any other party, furnish such other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Company, the Company or any of their respective subsidiaries, (or otherwise taking or committing to take any action that limits, in any material respect, the freedom of action with respect to, or its ability to retain, any of the businesses, product lines, or assets of Parent, the Company or their respective subsidiaries) as may be required in order 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 or delaying the consummation of the Offer or the Merger; provided, however, that Parent shall not be required to agree subsidiaries to any hold separate order, sale, divestiture, or disposition of assets or businesses of Parent or the Company which account, in the aggregate, for more than $160 million in sales of Parent or the Company, as the case may be, in the most recently completed fiscal year. At the request or Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take Third Party and/or any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger. Notwithstanding anything to the contrary contained in this Agreement, Governmental Authority in connection with any filing or submission required or action to be taken by Parent, the Company, or any of their respective Subsidiaries to consummate the Offer and the Merger or other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, recommend, suggest, or commit to any sale, divestiture or disposition of assets or businesses of the Company or its Subsidiaries. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the 52 48 proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary actionTransactions. (b) The Company and Parent shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals and consents of governmental order, including, without limitation: (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advise the other orally of), any communications from or with any governmental authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement; (ii) permitting the other party to review in advance, and considering in good faith the views of one another in connection with, any proposed communication with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law; and (iii) not agreeing to participate in any meeting or discussion with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law unless it consults with the other party in advance.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all reasonably appropriate action, and to do or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperating cooperation in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, the Registration Statement, any required filings under the HSR Act Act, filings with the New York Superintendent or other state or foreign filings insurance commissions or regulations and any amendments to any thereof; , (ii) using its reasonable best efforts to promptly making make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information, information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; , (iii) avoiding the entry oftaking all actions which may be reasonably necessary to prevent any Governmental Entity from taking steps to obtain, or having vacated or terminatedfrom issuing, any order, injunction, decree, orderjudgment or ruling or the taking of any other action restraining, enjoining or judgment that would restrain, prevent, or delay the consummation of the Offer or otherwise prohibiting the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by an party; and (iv) taking any and all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrustincluding, competitionwithout limitation, or trade regulation law that is asserted by any governmental entity with respect to the Offer or the Merger so as to enable the consummation of the Offer or the Merger to occur as expeditiously as possible, including but not limited to, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent or the Company or any of their respective subsidiaries, (or otherwise taking or committing to take any action that limits, in any material respect, the freedom of action with respect to, or its ability to retain, any of the businesses, product lines, or assets of Parent, the Company or their respective subsidiaries) as may be required in order to avoid the entry of, or agreeing 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 or delaying the consummation of the Offer or the Merger; provided, however, that Parent shall not be required to agree to any hold separate order, sale, divestiture, or disposition of assets or businesses of Parent or the Company which account, in the aggregate, for more than $160 million in sales of Parent or the Company, as the case may be, in the most recently completed fiscal year. At the request or Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by Parent, the Company, or any of their respective Subsidiaries to consummate the Offer and the Merger or other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, recommend, suggest, or commit to any sale, divestiture or disposition divestitures of assets or businesses of the Company or Parent, or agreeing to such limitations on the Company's or Parent's future operations, as may be necessary to forestall such order, decree, ruling or action, (iv) the Company and Parent each agreeing to take all actions which may be reasonably necessary to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or other order (whether temporary, preliminary or permanent) (an "Order'') that would delay, restrain, enjoin or otherwise prohibit consummation of the Merger and in the event that any such temporary or preliminary Order is entered in any proceeding that would make consummation of the Merger in accordance with the terms of this Agreement unlawful or that would prevent or delay consummation of the Merger or the other transactions contemplated by this Agreement, to use its Subsidiariesreasonable best efforts to take promptly any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (i) of this paragraph) reasonably necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof and (v) cooperation in connection with obtaining the opinions of special counsel described in Sections 6.2(c) and 6.3(c) including, without limitation, providing to special counsel, and, if required by counsel as necessary for purposes of such opinions, using reasonable efforts to cause each person who beneficially owns five percent or more of the outstanding shares of the Company Common Stock to provide to special counsel, such representation letters as are reasonably required by special counsel to enable them to render such opinions. Notwithstanding the foregoing, neither party shall be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption is likely, in such party's reasonable opinion, (x) to have a Material Adverse Effect on such party and its subsidiaries, taken as a whole, or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement so as to render inadvisable the consummation of the Merger or (y) to impose on Parent or its subsidiaries or on the Company or its subsidiaries a requirement to dispose of any assets which individually or in the aggregate would be deemed to constitute a significant amount of assets, as the case may be, to Parent and its subsidiaries, taken as a whole, or to the Company and its subsidiaries, taken as a whole, under Instruction 4 of Item 2 of Form 8-K (any condition referred to in subsections (x) and (y) above, a "Material Condition''). In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the 52 48 proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent each shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals and consents of governmental orderhereby, including, without limitation: (i) including promptly notifying the other of, and if in writing, furnishing the other with copies of (ornotices or other communications received by Parent or the Company, in as the case may be, or any of material oral communicationstheir subsidiaries, advise the other orally of), from any communications from or with any governmental authority Governmental Entity with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement; (ii) permitting the other party to review in advance. The parties hereto will consult and cooperate with one another, and considering consider in good faith the views of one another in connection with, any proposed communication with any governmental authority analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other antitrust law; and (iii) not agreeing to participate in any meeting or discussion with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law unless it consults with the other party in advance.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofof this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws with respect to the Transactions, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including, without limitation, (1) notifying the other parties promptly of any communication (whether verbal or written) it or any of its affiliates receives from any Governmental Authority in connection with such filings or submissions, (2) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Authority, and (3) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Authority in 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 do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including but not limited to (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, the Registration Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof; (ii) promptly making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information, to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; (iii) avoiding the entry of, or having vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by an party; and (iv) taking any and all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, antitrust or trade regulation law competition Law that is may be asserted by any governmental entity with respect to the Offer or the Merger Governmental Authority so as to enable the consummation of parties hereto to expeditiously consummate the Offer or the Merger to occur as expeditiously as possibleTransactions, including but not limited toincluding, proposing, negotiatingwithout limitation, committing to and effecting, by consent decree, hold separate order orders, or otherwise, the restructuring, reorganization, sale, divestiture or disposition of such assets of its assets, properties or businesses of the Parent or businesses; provided, that the Company 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 respective subsidiaries, (or otherwise taking or committing to take any action that limits, in any material respect, the freedom of action with respect to, or its ability to retain, any of the businesses, product lines, or assets of Parent, the Company or their respective subsidiaries) as may be required in order 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 or delaying the consummation of the Offer or the Merger; provided, however, that Parent Affiliates shall not be required to agree to any hold separate orderseparate, salerestructure, divestiturereorganize, or disposition of assets or businesses of Parent or the Company which accountsell, in the aggregate, for more than $160 million in sales of Parent or the Company, as the case may be, in the most recently completed fiscal year. At the request or Parent, the Company shall agree to divest, hold separate dispose of, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the its businesses, product lines services or assets of the Company or any of its Subsidiariesassets. If, provided that any such action may be conditioned upon the consummation of the Merger. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by Parent, the Company, or any of their respective Subsidiaries to consummate the Offer and the Merger or other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, recommend, suggest, or commit to any sale, divestiture or disposition of assets or businesses of the Company or its Subsidiaries. In case at any time after the Effective Time Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the 52 48 proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company Each party hereto shall, upon request by any other party, furnish such other party with all information concerning itself, its subsidiaries, directors, officers and Parent shall keep the shareholders and such other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively as may be reasonably necessary or advisable in connection with obtaining the requisite approvals and consents Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of governmental orderParent, includingMerger Sub, without limitation: (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advise the other orally of), any communications from or with any governmental authority with respect to the Offer or the Merger Company or any of the other transactions contemplated by this Agreement; (ii) permitting the other party their respective subsidiaries to review in advance, and considering in good faith the views of one another in connection with, any proposed communication with Third Party and/or any governmental authority Governmental Authority in connection with proceedings under or relating to the HSR Act or any other antitrust law; and (iii) not agreeing to participate in any meeting or discussion with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law unless it consults with the other party in advanceTransactions.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto shall, and shall cause their respective Affiliates to, 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 actions necessary, proper or and advisable under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement Transactions as soon promptly as practicable. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 5.4(a), including but not limited subject to (i) cooperating Section 5.4(c), in the preparation and filing event that any legal, administrative, arbitral or other proceeding, claim, suit or action is instituted (or threatened to be instituted) by a Governmental Authority or private party under any Competition Laws challenging any of the Offer DocumentsTransactions or in the event that any Governmental Authority shall otherwise object to any of the Transactions, each of Parent, Merger Sub and the Schedule 14D- 9Company shall cooperate with each other and use its respective reasonable best efforts: (A) to vigorously defend, the Proxy Statementcontest and resist any such proceeding, the Registration Statementclaim, suit, action or challenge; (B) to have vacated, lifted, reversed or overturned any required filings under the HSR Act decree, judgment, injunction or other foreign filings order, whether temporary, preliminary or permanent, that is in effect and any amendments to any thereof; (ii) promptly making all required regulatory filings and applications includingthat prohibits, without limitation, responding promptly to requests for further information, to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the prevents or restricts consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; (iii) avoiding the entry of, or having vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by an partyTransactions; and (ivC) taking any and all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation law that is asserted by any governmental entity with respect to the Offer or the Merger so as to enable the consummation of the Offer or the Merger to occur as expeditiously as possible, including but not limited to, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent or the Company or any of their respective subsidiaries, resolve objections. (or otherwise taking or committing to take any action that limits, in any material respect, the freedom of action with respect to, or its ability to retain, any of the businesses, product lines, or assets of Parent, the Company or their respective subsidiariesc) as may be required in order 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 or delaying the consummation of the Offer or the Merger; provided, however, that Parent shall not be required to agree to any hold separate order, sale, divestiture, or disposition of assets or businesses of Parent or the Company which account, in the aggregate, for more than $160 million in sales of Parent or the Company, as the case may be, in the most recently completed fiscal year. At the request or Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger. Notwithstanding anything to the contrary contained in this Agreement, in connection no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, enter into any consent decree, make any divestiture, accept any operational restriction or take or commit to take any action that would reasonably be expected to limit: (i) the freedom of action of Parent or its Subsidiaries or Affiliates with respect to the operation of, or Parent’s ability to retain, the Company or any filing businesses, product lines or submission required or action to be taken by Parent, assets of the Company, or (ii) Parent’s or its Subsidiaries’ or Affiliates’ ability to retain, own or operate any portion of the businesses, product lines or assets of Parent or any of their respective its Subsidiaries to consummate the Offer and the Merger or other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, recommend, suggestAffiliates, or commit to alter or restrict in any sale, divestiture way the business or disposition commercial practices of assets Parent or businesses of its Subsidiaries or Affiliates or the Company or its Subsidiaries. In case at Subsidiaries (any time after such event, a “Burdensome Condition”). (d) Notwithstanding the Effective Time foregoing or any further action is necessary or desirable to carry out the purposes other provision of this Agreement, the 52 48 proper officers and directors of each party nothing in this Section 5.4 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b)(i) or (ii) so long as such party has up to then complied in all material respects with its obligations under this Section 5.4. (e) The Company shall not take any action that would result in any state takeover statute or similar Law becoming applicable to any of the Transactions. If any state takeover statute or similar Law becomes applicable to any of the Transactions, Parent, Merger Sub and the Company shall use their reasonable best efforts to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such necessary actionLaw on the Transactions. (bf) The Company and Parent shall keep For purposes hereof, “Competition Laws” means the other apprised Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the status of matters relating to Sxxxxxx Act, as amended, the completion of Cxxxxxx Act, as amended, the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals and consents of governmental orderFederal Trade Commission Act, including, without limitation: (i) promptly notifying the other ofas amended, and if in writingall other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, furnishing restrict or regulate actions having the other with copies purpose or effect of (ormonopolization or restraint of trade or lessening of competition through merger or acquisition, in the case of material oral communications, advise the other orally of), including any communications from or with any governmental authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement; (ii) permitting the other party to review in advance, and considering in good faith the views of one another in connection with, any proposed communication with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law; and (iii) not agreeing to participate in any meeting or discussion with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law unless it consults with the other party in advanceForeign Antitrust Laws.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereofset forth in this Agreement, each of the parties hereto Parties shall use its all reasonable best efforts to take, or cause its Subsidiaries and Representatives to be takentake, all appropriate actionactions (and to refrain from taking, or to cause its Subsidiaries and Representatives to refrain from taking, any inconsistent actions), and to do do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things (and to refrain from doing, or to cause its Subsidiaries and Representatives to refrain from doing, any inconsistent things) necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in a timely manner, the transactions contemplated by this Agreement Arrangement and the Transactions, including (i) the seeking of all necessary Regulatory Approvals and using all reasonable best efforts to obtain any Regulatory Approval as soon as practicablepracticable and as required and within the timeframes set forth under applicable Laws, including but not limited to (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D- 9, the Proxy Statement, the Registration Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof; (ii) promptly making seeking all required regulatory filings and applications includingconsents, without limitationapprovals or waivers from third parties in connection with the Transactions, responding promptly to requests for further information, including those of which the failure to obtain all licenseswould result in any breach of, permitsor constitute a default (or an event which, consentswith notice or lapse of time or both, approvalswould become a default) under, authorizationsor give to others any right of termination, qualifications amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of an Encumbrance on any property or asset of the Parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the execution and orders delivery of governmental authorities the covenants and parties agreements related to contracts with obligations of the Company and its subsidiaries to be specifically assumed at the Effective Time as are necessary for set forth in Schedule 5.07 of the Company Disclosure Schedule, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated Transactions, including seeking to have any stay or temporary restraining or interim order entered by any court or other Governmental Entity lifted, mitigated, rescinded, vacated or reversed, (v) the carrying out of the terms of the Interim Order and Final Order applicable to it and (vi) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Plan of Arrangement. In addition to, and not in limitation of the foregoing, (x) the Parties agree to fulfill the conditions take all steps to the Offer and the Merger; (iii) avoiding the entry ofto incur any costs that are necessary to defend any lawsuits or other legal proceedings, whether judicial or having vacated administrative, challenging this Agreement or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the MergerTransactions, including but not limited seeking to defending through litigation on the merits have any claim asserted in stay or temporary restraining or interim order entered by any court by an party; or other Governmental Entity vacated or reversed, and (ivy) taking any Parent and Acquisition Sub agree to take all reasonable steps necessary to avoid make or eliminate each and every impediment under enter into any antitrustnecessary divestitures, competitionlicenses or other arrangements (including hold separate arrangements) of or affecting their operations or business units or any part thereof, or trade regulation law that is asserted by any governmental entity with respect to the Offer operations or the Merger so as to enable the consummation business units of the Offer Company, or the Merger to occur as expeditiously as possible, including but not limited to, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition those of such assets or businesses of the Parent or the Company or any of their respective subsidiariesSubsidiaries or Affiliates, (or otherwise taking or committing and agree to take any action that limitsother restrictions, in any material respect, the freedom of action with respect to, or its ability to retain, any of the businesses, product lines, or assets of Parent, the Company or their respective subsidiaries) as may be required in order to avoid obtain any Regulatory Approval as soon as possible, and in any event prior to the entry ofOutside Date, without any set-off or reduction or adjustment in the Purchase Price or to effect obtain the dissolution of, approval of any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the consummation of the Offer or the Merger; provided, however, Governmental Entity that Parent shall not may be required to agree to any hold separate order, sale, divestiture, or disposition of assets or businesses of Parent or the Company which account, in the aggregate, for more than $160 million in sales of Parent or the Company, as the case may be, in the most recently completed fiscal year. At the request or Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by Parent, the Company, or any of their respective Subsidiaries to consummate the Offer and the Merger or other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, recommend, suggest, or commit to any sale, divestiture or disposition of assets or businesses of the Company or its Subsidiaries. In case at any time after following the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the 52 48 proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary actionTime. (b) The Company and Parent shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals and consents of governmental order, including, without limitation: (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advise the other orally of), any communications from or with any governmental authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement; (ii) permitting the other party to review in advance, and considering in good faith the views of one another in connection with, any proposed communication with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law; and (iii) not agreeing to participate in any meeting or discussion with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law unless it consults with the other party in advance.

Further Action; Reasonable Best Efforts. (a) Upon the terms and subject to the conditions hereof, each of the parties hereto shall 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 and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D- 914D-9, the Proxy Statement, the Registration Statement, any required filings under the HSR Act or other foreign filings and any amendments to any thereof; (ii) promptly making all required regulatory filings and applications including, without limitation, responding promptly to requests for further information, to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger; (iii) avoiding the entry of, or having vacated or terminated, any decree, order, or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger, including but not limited to defending through litigation on the merits any claim asserted in any court by an party; and (iv) taking any and all reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation law that is asserted by any governmental entity with respect to the Offer or the Merger so as to enable the consummation of the Offer or the Merger to occur as expeditiously as possible, including but not limited to, proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent or the Company or any of their respective subsidiaries, (or otherwise taking or committing to take any action that limits, in any material respect, the freedom of action with respect to, or its ability to retain, any of the businesses, product lines, or assets of Parent, the Company or their respective subsidiaries) as may be required in order 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 or delaying the consummation of the Offer or the Merger; provided, however, that Parent shall not be required to agree to any hold separate order, sale, divestiture, or disposition of assets or businesses of Parent or the Company which account, in the aggregate, for more than $160 million in sales of Parent or the Company, as the case may be, in the most recently completed fiscal year. At the request or Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of the Company or any of its Subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger. Notwithstanding anything to the contrary contained in this Agreement, in connection with any filing or submission required or action to be taken by Parent, the Company, or any of their respective Subsidiaries to consummate the Offer and the Merger or other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, recommend, suggest, or commit to any sale, divestiture or disposition of assets or businesses of the Company or its Subsidiaries. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the 52 48 proper officers and directors of each party to this Agreement shall use their reasonable best efforts to take all such necessary action. (b) The Company and Parent shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals and consents of governmental order, including, without limitation: (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advise the other orally of), any communications from or with any governmental authority with respect to the Offer or the Merger or any of the other transactions contemplated by this Agreement; (ii) permitting the other party to review in advance, and considering in good faith the views of one another in connection with, any proposed communication with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law; and (iii) not agreeing to participate in any meeting or discussion with any governmental authority in connection with proceedings under or relating to the HSR Act or any other antitrust law unless it consults with the other party in advance.