Common use of Further Action; Reasonable Efforts Clause in Contracts

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) use its commercially reasonable 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 to consummate and make effective the Merger, including using its commercially reasonable efforts to obtain all Permits, Consents, exemptions, 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 Merger, and (ii) execute and deliver any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority.

Further Action; Reasonable Efforts. (a) Upon Except to the extent otherwise provided in Section 7.01, upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly its respective filings and thereafter make any other required submissions, under any applicable antitrust or competition laws, and any other Law with respect to this Agreement and the Mergers, if required, and (ii) use its commercially reasonable 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 to consummate and make effective the MergerMergers, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to obtain all Permits, Consentsconsents, exemptionsapprovals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its the U.S. Subsidiaries and Foreign Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger, Company Merger and (ii) execute and deliver any additional documents or instruments necessary to consummate the other transactions contemplated by, and to fully carry out the purposes of, by this Agreement. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b)7.07, including the preparation and making of the filings referred to therein in this Agreement and, if requested, amending or furnishing additional information thereunder, including, subject to applicable LawLaw and the Confidentiality Agreement, upon request, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither none of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority. None of the parties shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (c) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Company Merger, including by vigorously pursuing all available avenues of administrative and judicial appeal. (d) Each of the Buyer Parties, on the one hand, and the Company Parties, on the other hand, shall use their respective commercially reasonable efforts to obtain any Third Party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) disclosed in the Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Company Merger Effective Time. In the event that any Company Party shall fail to obtain any Third Party consent described above, the Company Parties shall use their commercially reasonable efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company Parties and the Buyer Parties and their respective businesses resulting, or which could reasonably be expected to result, after the Company Merger Effective Time, from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, (i) unless required by the applicable agreement, without the prior written consent of Parent, neither the Company nor any of the U.S. Subsidiaries or Foreign Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) none of the Buyer Parties or their respective affiliates shall be required to pay or commit to pay such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation.

Further Action; Reasonable Efforts. (a) Upon Except to the extent otherwise provided in Section 7.01, upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly its respective filings and thereafter make any other required submissions, under the HSR Act and any other Law with respect to this Agreement and the Mergers, if required, and (ii) use its commercially reasonable 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 to consummate and make effective the MergerMergers, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to obtain all Permits, Consentsconsents, exemptionsapprovals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its the Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger, Mergers and (ii) execute and deliver any additional documents or instruments necessary to consummate the other transactions contemplated by, and to fully carry out the purposes of, by this Agreement. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b)7.07, including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable LawLaw and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither none of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority. None of the parties shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (c) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Mergers, including by vigorously pursuing all available avenues of administrative and judicial appeal. (d) Each of the Buyer Parties, on the one hand, and the Company Parties, on the other hand, shall use their respective commercially reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) disclosed in Section 7.07(d) of the Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Company Merger Effective Time. In the event that any Company Party shall fail to obtain any third party consent described above, the Company Parties shall use their commercially reasonable efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company Parties and the Buyer Parties and their respective businesses resulting, or which would reasonably be expected to result, after the Company Merger Effective Time, from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, (i) unless required by the applicable agreement, without the prior written consent of Parent which shall not be unreasonably withheld or delayed, none of the Company or any of the Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) none of the Buyer Parties or their respective affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreementherein provided, each of the parties hereto shall (i) use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the Mergertransactions contemplated by this Agreement, including using its commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all Permitsnecessary authorizations, Consentsconsents and approvals, exemptions, qualifications and orders to effect all necessary registrations and filings. Each of Governmental Authorities and the parties to contracts hereto shall promptly consult with the Company other parties with respect to, provide any necessary information that is not subject to legal privilege with respect to, and its Subsidiaries as are necessary for provide the consummation other parties (or their counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Each of the parties hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger, and (ii) execute and deliver any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, providing copies of all related documents to the non-filing . If such party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file receives a request from any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority Entity with respect to the transactions contemplated by this Agreement. To the extent , then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of after consultation with the other party to participate parties, an appropriate response in meetings and calls compliance with such request. (b) Holding and the Company shall use their respective reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental AuthorityEntity.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreementhereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions and (ii) use its commercially all reasonable 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 laws and regulations to consummate and make effective the MergerTransactions, including including, without limitation, using its commercially reasonable efforts to obtain all Permitslicenses, Consentspermits, exemptionsconsents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and its Subsidiaries each Subsidiary as are necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer and the Merger, and (ii) execute and deliver . In case at any additional documents time after the Effective Time any further action is necessary or instruments necessary desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable efforts to take all such action. (b) The Each of the parties hereto agree agrees to cooperate and assist one another in connection with all actions use its reasonable efforts vigorously to be taken pursuant to this Section 7.06(b)contest and resist any action, including administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "ORDER") that is in effect and that restricts, prevents or prohibits the preparation and making consummation of the filings referred to therein and, if requested, amending or furnishing additional information thereunderTransactions, including, subject to applicable Lawwithout limitation, providing copies by vigorously pursuing all available avenues of all related documents to the non-filing party administrative and their advisors prior to filing, and, to the extent practicable, neither judicial appeal. (c) Each of the parties will file any such document or have any communication hereto agrees that the provisions of this Section shall not interfere with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised Board's exercise of the content and status of any communications with, and communications from, any Governmental Authority with respect its fiduciary duties to the transactions contemplated by this Agreement. To the extent practicable Company and permitted by a Governmental Authorityits shareholders as specified in Sections 1.02, each party hereto shall permit representatives of the other party to participate in meetings 6.01, 6.05 and calls with such Governmental Authority8.01.

Further Action; Reasonable Efforts. (a) Upon Subject to applicable Law, upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) use its commercially reasonable 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 to consummate and make effective the Merger, including using its commercially reasonable efforts to obtain all Permits, Consents, exemptions, qualifications Merger and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiaries as are necessary for the consummation of the other transactions contemplated by this Agreement Agreement, including (i) the preparation and filing of all forms, registrations and notices required to fulfill be filed to consummate the Merger and the other transaction contemplated by this Agreement, (ii) the satisfaction of the other parties’ conditions to consummating the Merger, (iii) the taking of all reasonable actions necessary to obtain (and the cooperation with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Person required to be obtained or made by Parent, MergerSub, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated by the Merger or by this Agreement, and (iiiv) execute the execution and deliver delivery of any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b)7.06, including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable LawLaw and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreementherein provided, each of the parties hereto shall (i) use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the Mergertransactions contemplated by this Agreement, including using its commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all Permitsnecessary authorizations, Consentsconsents and approvals, exemptions, qualifications and orders to effect all necessary registrations and filings. Each of Governmental Authorities and the parties to contracts hereto shall promptly consult with the Company other parties with respect to, provide any necessary information that is not subject to legal privilege with respect to, and its Subsidiaries as are necessary for provide the consummation other parties (or their counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Each of the parties hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger, and (ii) execute and deliver any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, providing copies of all related documents to the non-filing . If such party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file receives a request from any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority Entity with respect to the transactions contemplated by this Agreement. To the extent , then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of after consultation with the other party to participate parties, an appropriate response in meetings and calls compliance with such request. (b) Parent, the Purchaser and the Company shall use their respective reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under the laws, rules, guidelines or regulations of any Governmental AuthorityEntity.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions herein provided, and subject to the fiduciary duties of this Agreementthe Board, each of the parties hereto shall (i) use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws laws and regulations to consummate and make effective the Mergertransactions contemplated by this Agreement and the Amendments, including using its commercially reasonable efforts to satisfy the conditions precedent to the obligations of any of the parties hereto, to obtain all Permitsnecessary authorizations, Consentsconsents and approvals, exemptions, qualifications and orders to effect all necessary registrations and filings. Each of Governmental Authorities and the parties to contracts hereto shall promptly consult with the Company other parties with respect to, provide any necessary information that is not subject to legal privilege with respect to, and its Subsidiaries as are necessary for provide the consummation other parties (or their counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated hereby and by the Amendments. Each of the parties hereto shall promptly inform the other of any communication from any Govern- mental Entity regarding any of the transactions contemplated by this Agreement and to fulfill or by the conditions to the Merger, and (ii) execute and deliver any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, providing copies of all related documents to the non-filing Amendments. If such party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file receives a request from any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority Govern- mental Entity with respect to the transactions contemplated by this Agreement. To Agreement or by the extent Amendments, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of after consultation with the other party to participate parties, an appropriate response in meetings and calls compliance with such request. (b) Parent, Holdings and the Company shall use their respective reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby and by the Amendments under the laws, rules, guidelines or regulations of any Governmental AuthorityEntity.

Further Action; Reasonable Efforts. (a) Upon Except as otherwise provided in Section 7.01, upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions with respect to this Agreement and the Merger, if required, and (ii) use its commercially reasonable 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 to consummate and make effective the MergerMerger and the Contemplated Transactions as soon as practicable, including using its commercially reasonable efforts to obtain all Permits, Consentsconsents, exemptionsapprovals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiaries as are necessary necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement Merger and the Contemplated Transactions and to fulfill the conditions to the Merger, and Merger or (ii) execute and deliver required to prevent a Company Material Adverse Effect; provided, however, that this Section 7.08(a) shall not require any additional documents party hereto to waive any condition for its benefit or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementany performance hereunder by another party. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b7.08(a), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable LawLaw and the Confidentiality Agreement, providing copies of all related documents to the non-non filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this AgreementMerger and the Contemplated Transactions. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority. None of the parties shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the Merger or Contemplated Transactions at the behest of any Governmental Authority without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (c) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Merger and the Contemplated Transactions, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (d) The Company shall use its commercially reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Merger and the Contemplated Transactions or (ii) required to prevent a Company Material Adverse Effect from occurring prior to the Effective Time. In the event that the Company shall fail to obtain any third party consent described above, the Company shall use its commercially reasonable efforts and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Purchaser Parties and the Company and their respective businesses resulting, or which would reasonably be expected to result, after the Effective Time from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) in connection with this Agreement, the Merger or the Contemplated Transactions (i) unless required by the applicable agreement, without the prior written consent of Parent which shall not be unreasonably withheld or delayed, none of the Company, any of it Subsidiaries nor any Related Entity shall pay or commit to pay such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) none of the Purchaser Parties or their respective Affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration make any commitment or incur any liability or other obligation. Notwithstanding the foregoing, Parent acknowledges that the provisions of Section 7.11 set forth the only obligations of the Company, its Subsidiaries and the Related Entities with respect to the Refinancing.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreementhereof, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act with respect to the Transactions and (ii) use its commercially all reasonable 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 laws and regulations to consummate and make effective the MergerTransactions, including including, without limitation, using its commercially reasonable efforts to obtain all Permitslicenses, Consentspermits, exemptionsconsents, approvals, authorizations, qualifications and orders of Governmental Authorities governmental authorities and parties to contracts with the Company and its Subsidiaries each Subsidiary as are necessary for the consummation of the transactions contemplated by this Agreement Transactions and to fulfill the conditions to the Offer and the Merger, and (ii) execute and deliver . In case at any additional documents time after the Effective Time any further action is necessary or instruments necessary desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, of this Agreement, the proper officers and directors of each party to this Agreement shall use their reasonable efforts to take all such action. (b) The Each of the parties hereto agree agrees to cooperate and assist one another in connection with all actions use its reasonable efforts vigorously to be taken pursuant to this Section 7.06(b)contest and resist any action, including administrative or judicial action, 37 and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "ORDER") that is in effect and that restricts, prevents or prohibits the preparation and making consummation of the filings referred to therein and, if requested, amending or furnishing additional information thereunderTransactions, including, subject to applicable Lawwithout limitation, providing copies by vigorously pursuing all available avenues of all related documents to the non-filing party administrative and their advisors prior to filing, and, to the extent practicable, neither judicial appeal. (c) Each of the parties will file any such document or have any communication hereto agrees that the provisions of this Section shall not interfere with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised Board's exercise of the content and status of any communications with, and communications from, any Governmental Authority with respect its fiduciary duties to the transactions contemplated by this Agreement. To the extent practicable Company and permitted by a Governmental Authorityits shareholders as specified in Sections 1.02, each party hereto shall permit representatives of the other party to participate in meetings 6.01, 6.05 and calls with such Governmental Authority8.01.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) use its commercially reasonable 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 to consummate and make effective the Merger, including using its commercially reasonable efforts to obtain all Permits, Consentsconsents, approvals, waivers, exemptions, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its the Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger, and (ii) execute and deliver any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. From the date of this Agreement through the Effective Time, the Company shall timely file, or cause to be filed, with the SEC all Company SEC Documents required to be so filed by applicable Law. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable LawLaw and the Confidentiality Agreement, providing copies of all related documents to the non-non filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority. (c) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal; provided, however, in no event shall Parent or MergerSub be required to incur any out-of-pocket expenses to fulfill its obligations under this Section 7.06(c). (d) From time to time prior to the Effective Time, the Company shall notify Parent with respect to any matter hereafter arising or any information obtained after the date hereof which, if existing, occurring or known at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. For purposes of determining the accuracy of any representation or the satisfaction of the conditions to the consummation of the transactions contemplated hereby, no such supplement, amendment or information provided by the Company shall be considered. (e) Within thirty (30) days after the end of each of the Company's fiscal months, the Company shall provide to Parent monthly financial information in the same form and providing the same information as the Company has provided to its directors prior to the date of this Agreement.

Further Action; Reasonable Efforts. (a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) use its commercially reasonable 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 to consummate and make effective the Merger, including using its commercially reasonable efforts to obtain all Permits, Consentsconsents, approvals, waivers, exemptions, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its the Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger, and (ii) execute and deliver any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. From the date of this Agreement through the Effective Time, the Company shall timely file, or cause to be filed, with the SEC all Company SEC Documents required to be so filed by applicable Law. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b), including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable Law, providing copies of all related documents to the non-non filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority. (c) Each of the parties hereto agrees to cooperate and use its commercially reasonable efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Merger, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal; provided, however, in no event shall Parent or MergerSub be required to incur any out-of-pocket expenses to fulfill its obligations under this Section 7.06(c). (d) From time to time prior to the Effective Time, the Company shall notify Parent with respect to any matter hereafter arising or any information obtained after the date hereof which, if existing, occurring or known at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. For purposes of determining the accuracy of any representation or the satisfaction of the conditions to the consummation of the transactions contemplated hereby, no such supplement, amendment or information provided by the Company shall be considered. (e) Within thirty (30) days after the end of each of the Company's fiscal months, the Company shall provide to Parent monthly financial information in the same form and providing the same information as the Company has provided to its directors prior to the date of this Agreement.

Further Action; Reasonable Efforts. (a) Upon Except to the extent otherwise provided in Section 7.01, upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly its respective filings and thereafter make any other required submissions, under the HSR Act and any other Law with respect to this Agreement and the Mergers, if required, and (ii) use its commercially reasonable 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 to consummate and make effective the MergerMergers, and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to obtain all Permits, Consentsconsents, exemptionsapprovals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company and its the Subsidiaries as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger, Mergers and (ii) execute and deliver any additional documents or instruments necessary to consummate the other transactions contemplated by, and to fully carry out the purposes of, by this Agreement. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b)7.07, including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable LawLaw and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither none of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority. None of the parties shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority without the consent of the other party, which consent shall not be unreasonably withheld or delayed. (c) Each of the parties hereto agrees to cooperate and use its reasonable best efforts to defend through litigation on the merits any Action, including administrative or judicial Action, asserted by any party in order to avoid the entry of, or to have vacated, lifted, reversed, terminated or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that in whole or in part restricts, delays, prevents or prohibits consummation of the Mergers, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal. (d) Each of the Buyer Parties, on the one hand, and the Company Parties, on the other hand, shall use their respective commercially reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) disclosed in the Disclosure Schedule or (iii) required to prevent a Company Material Adverse Effect from occurring prior to the Company Merger Effective Time. In the event that any Company Party shall fail to obtain any third party consent described above, the Company Parties shall use their commercially reasonable efforts, and shall take such actions as are reasonably requested by Parent, to minimize any adverse effect upon the Company Parties and the Buyer Parties and their respective businesses resulting, or which could reasonably be expected to result, after the Company Merger Effective Time, from the failure to obtain such consent. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, (i) unless required by the applicable agreement, without the prior written consent of Parent which shall not be unreasonably withheld, none of the Company or any of the Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) none of the Buyer Parties or their respective affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation.

Further Action; Reasonable Efforts. (a) Upon Subject to applicable Law, upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) use its commercially reasonable 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 to consummate and make effective the Merger, including using its commercially reasonable efforts to obtain all Permits, Consents, exemptions, qualifications Merger and orders of Governmental Authorities and parties to contracts with the Company and its Subsidiaries as are necessary for the consummation of the other transactions contemplated by this Agreement Agreement, including (i) the preparation and filing of all forms, registrations and notices required to fulfill be filed to consummate the Merger and the other transaction contemplated by this Agreement, (ii) the satisfaction of the other parties' conditions to consummating the Merger, (iii) the taking of all reasonable actions necessary to obtain (and the cooperation with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Person required to be obtained or made by Parent, MergerSub, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated by the Merger or by this Agreement, and (iiiv) execute the execution and deliver delivery of any additional documents or instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) The parties hereto agree to cooperate and assist one another in connection with all actions to be taken pursuant to this Section 7.06(b)7.06, including the preparation and making of the filings referred to therein and, if requested, amending or furnishing additional information thereunder, including, subject to applicable LawLaw and the Confidentiality Agreement, providing copies of all related documents to the non-filing party and their advisors prior to filing, and, to the extent practicable, neither of the parties will file any such document or have any communication with any Governmental Authority without prior consultation with the other party. Each party shall keep the other apprised of the content and status of any communications with, and communications from, any Governmental Authority with respect to the transactions contemplated by this Agreement. To the extent practicable and permitted by a Governmental Authority, each party hereto shall permit representatives of the other party to participate in meetings and calls with such Governmental Authority.