Common use of HSR Act Filing Clause in Contracts

HSR Act Filing. (a) Each of Avant! and Compass shall (i) promptly make or cause to be made the filings required of such party or any of its affiliates or subsidiaries under the HSR Act with respect to the Merger and the other transactions provided for in this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other material received by such party or any of its affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice or other Governmental Entity in respect of such filings, the Merger, or such other transactions, and (iii) cooperate with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.16(b)) with respect to any such filing, the Merger, or any such other transaction. Each party shall promptly inform the other party of any material communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings, the Merger, or any such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate. (b) Each of Avant! and Compass shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger or any other transactions provided for in this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action or proceeding and 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 prohibits, prevents, or restricts consummation of the Merger. Each of Compass and Avant! shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Section 5.16, neither Compass or any of its affiliates, nor Avant! or any of its affiliates, shall be required to divest any of their respective businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a material adverse effect on their respective businesses, product lines or assets.

HSR Act Filing. (ai) Notwithstanding anything to the contrary set forth herein, each of the Buyer, on the one hand, and the Seller, the Company and its Subsidiary, on the other hand, agrees to file (and the Buyer agrees to cause any Person that may be deemed to be the ultimate parent entity or otherwise to control the Buyer to file, if such filing is required by law) as soon as practicable, and in any event (i) if this Agreement is executed prior to 9:30 a.m. Eastern Time, on the day of execution, unless this Agreement is not executed on a Business Day, in which case on the next Business Day following the day of execution or (ii) if this Agreement is executed at or after 9:30 a.m. Eastern Time, on the next Business Day following the day of execution, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and to request for early termination. (ii) The Buyer, on the one hand, and the Seller shall cause the Company and its Subsidiary, on the other hand, to (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld, conditioned or delayed). The Buyer shall take reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust, competition, or trade regulation Law that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably possible and to avoid any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. Each of Avant! and Compass party shall (i) promptly make or cause to be made the filings required of such party or any of its affiliates or subsidiaries under the HSR Act with respect to the Merger and the other transactions provided for in this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other material received by such party or any of its affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice or other Governmental Entity in respect of such filings, the Merger, or such other transactions, and (iii) cooperate with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.16(b)) with respect to any such filing, the Merger, or any such other transaction. Each party shall promptly inform notify the other party of any material written communication with, and any proposed understanding, undertaking, to that party or agreement with, its Affiliates from any Governmental Entity regarding and, subject to applicable Law, permit the other party to review in advance any such filings, proposed written communication to any of the Mergerforegoing; (ii) not agree to participate, or any such other transactions. Neither party shall participate to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any such filings, investigation, investigation or other inquiry without giving concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other party notice of the meeting in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participateparticipate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and any Governmental Entity or members of their respective staffs on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement (except that the Company shall be under no obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Company or to alternatives to the proposed transactions contemplated by this Agreement). (biii) Each The Seller on behalf of Avant! the Company and Compass its Subsidiary, on the one hand, and Buyer, on the other hand, may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 8.1(h) as “outside counsel only”; provided, however, that materials concerning the valuation of the Business may be redacted. Materials designated as for “outside counsel only” 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 material or its legal counsel. Upon the terms and subject to the conditions herein provided, in case at any time after the Closing Date any further action is necessary or desirable to secure the approvals from any and all Governmental Entities necessary to carry out the purposes of this Agreement, the proper officers and/or directors of the parties shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger or any other transactions provided for in this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action or proceeding and 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 prohibits, prevents, or restricts consummation of the Merger. Each of Compass and Avant! shall use commercially reasonable efforts to take or cause to be taken all such action as may necessary action. (iv) Notwithstanding the foregoing, in no event shall the Buyer or any of its subsidiaries or Affiliates be required to cause the expiration of the notice periods make any divestitures. (v) All filing fees under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Section 5.16, neither Compass or any of its affiliates, nor Avant! or any of its affiliates, shall be required to divest any of their respective businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a material adverse effect on their respective businesses, product lines or assetsborne by the Buyer.

HSR Act Filing. (a) Each of Avant! Parent and Compass the Company shall (i) promptly use reasonable best efforts to make or cause to be made the filings required of such party to this Agreement or any of its affiliates subsidiaries or subsidiaries Affiliates under the HSR Act with respect to the Merger and transactions contemplated by this Agreement as promptly as practicable after the other transactions provided for in date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other material materials received by such party or any of its affiliates or subsidiaries from the United States Federal Trade Commission or the United States Department of Justice or any other Governmental Entity Authority in respect of such filings, the Merger, filings or such other transactions, and (iii) cooperate in good faith with the other party to this Agreement in connection with any such filing (including, with respect to the party to this Agreement making a filing, providing copies of all such documents to the non-filing party to this Agreement and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.16(b)) with respect to any such filing, the Merger, filing or any such transaction. The parties to this Agreement shall consult in good faith with each other transactionto determine whether any other filing, application or notice must be made or approval must be obtained pursuant to any applicable Law, and shall use reasonable best efforts to furnish to each other all information required for, any such filing, application or notice to be made or approval to be obtained pursuant to any applicable Law, in connection with the Merger and the other transactions contemplated by this Agreement. Each party to this Agreement shall promptly inform notify the other party parties to this Agreement of any material communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings, the Merger, filings or any such other transactionstransaction. Neither party None of the parties to this Agreement shall independently participate in any meeting meeting, or engage in any substantive conversation, with any Governmental Entity Authority in respect of any such filings, investigation, or other inquiry without giving the other party parties to this Agreement prior notice of the such meeting and, to the extent permitted by such Governmental EntityAuthority, the opportunity to attend and/or participate. The parties to this Agreement will consult and participatecooperate with one another in good faith, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or relating to the HSR Act or other Antitrust Laws or any other applicable Law, if any. (b) Each of Avant! Parent and Compass the Company shall use its commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the Merger or any other transactions provided for in contemplated by this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, United States federal or state or foreign statutesstatues, rules, regulations, orders, decrees, administrative or decrees judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "“Antitrust Laws"”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action or proceeding and 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 prohibits, prevents, or restricts consummation of the Merger. Each of Compass Parent and Avant! the Company shall use commercially reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. . (c) Notwithstanding anything to the contrary in this Section 5.16contrary, neither Compass none of Parent, the Company or the Surviving Corporation (or any of its affiliates, nor Avant! their subsidiaries or Affiliates) shall in any of its affiliates, shall event be required to divest any of their respective businesses, product lines, hold separate or assets, or to take or agree to take any other action or otherwise agree to any limitation that would have a material adverse effect on their respective restrictions on, sell, divest or dispose of any assets or businesses, product lines including any assets or assetsbusiness to be acquired pursuant to this Agreement, in connection with obtaining any approval under any Antitrust Laws that may be asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority.

HSR Act Filing. (a) Each As soon as practicable after the date of Avant! this Agreement, and Compass in no event later than ten (10) Business Days following the execution hereof, the Purchaser and the Seller shall each file a Hxxx-Xxxxx-Xxxxxx Notification and Report Form with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act. All filing fees payable with respect to such filing by the Purchaser and the Seller shall be paid by the Purchaser. The Purchaser and the Seller agree to keep the other promptly apprised of the status of matters relating to completion of the Closing and the pre-acquisition notification review process. Notwithstanding the foregoing, nothing set forth in this Agreement shall obligate any party hereto to litigate any action or inaction by any Governmental Authority under the HSR Act. (b) The Purchaser and the Seller shall, in connection with the efforts referenced in Section 5.06(a) to obtain the requisite Governmental Authorizations for the Closing under the HSR Act: (i) promptly make or cause use commercially reasonable efforts to be made the filings required obtain prompt termination of such party or any of its affiliates or subsidiaries waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period with respect to the Merger and the other transactions provided for in contemplated by this Agreement, ); (ii) comply at the earliest practicable date cooperate in all reasonable respects with each other in connection with any request under the HSR Act for additional information, documents, filing or submission and in connection with any investigation or other inquiry; (iii) keep the other parties promptly informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Authority regarding any of its affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice or other Governmental Entity in respect of such filings, the Merger, or such other transactions, Transactions; and (iiiiv) cooperate with permit the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.16(b)) with respect parties to any such filing, the Merger, or any such other transaction. Each party shall promptly inform the other party of review any material communication withgiven by it to, and consult with each other in advance of any proposed understanding, undertaking, meeting or agreement conference with, any Governmental Entity regarding any such filingsAuthority in connection therewith, the Merger, or any such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental EntityAuthority, give the other parties the opportunity to attend and participateparticipate in such meetings and conferences. (bc) Each of Avant! and Compass Notwithstanding anything to the contrary in this Agreement, nothing set forth in this Agreement shall use its commercially reasonable efforts or shall be deemed to resolve such objections, if any, as may be asserted obligate any party hereto to litigate or challenge any action or inaction by any Governmental Entity with respect to Authority under the Merger HSR Act or any other transactions provided for in this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state Laws designed or foreign statutes, rules, regulations, orders, or decrees that are designed intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectivelytrade, "Antitrust Laws"). In connection therewithor to sell or otherwise divest itself of or hold separate any asset, if or enter into any administrative consent decree, as a condition to obtaining any consent, approval, order or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative authorization of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action Governmental Authority necessary or proceeding and 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 prohibits, prevents, or restricts appropriate for consummation of the Merger. Each of Compass and Avant! shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Section 5.16, neither Compass or any of its affiliates, nor Avant! or any of its affiliates, shall be required to divest any of their respective businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a material adverse effect on their respective businesses, product lines or assetsTransactions.

HSR Act Filing. (a) Each The Company shall give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of Avant! and Compass shall (i) promptly make or cause to be made the filings any Authority required of such party or any of its affiliates or subsidiaries under the HSR Act or similar state Law. The Company shall coordinate and cooperate with respect Buyer in exchanging such information and assistance as Buyer may reasonably request in connection with all of the foregoing. In furtherance and not in limitation of the foregoing, the Company agrees: (i) to supply as promptly as practicable any additional information and documentary material that may be requested by the applicable Authority pursuant to the Merger and the other transactions provided for in this Agreement, HSR Act; (ii) comply at to use commercially reasonable efforts to cause the earliest practicable date with any request expiration or termination of the applicable waiting periods under the HSR Act for additional informationin order to effect a Closing as soon as practicable; and (iii) file any required HSR Act filing within five (5) days of the execution of this Agreement. (b) Notwithstanding the foregoing or any other provision in this Agreement to the contrary, documentsnothing in this Section 9.2 shall require, or other material received by such party be deemed to require: (i) Buyer or the Company (or any of their respective Affiliates) to take any action, agree to take any action or consent to the taking of any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its affiliates (or subsidiaries its Affiliates’) business in any specified manner) in order to obtain clearance of the transaction contemplated by this Agreement from the United States Department of Justice, the Federal Trade Commission or any state Governmental Authority under the HSR Act or any state Law, or (ii) Buyer to waive any of the conditions to Closing set forth in this Agreement. (c) The Company shall, in connection with the efforts referenced in Section 9.2(a) (including the original filing and any second request), use its commercially reasonable efforts to: (i) cooperate in all respects with Buyer in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform Buyer of the status of any of the matters contemplated hereby, including providing the other party with a copy of any written communication (or summary of oral communications) received by such party from, or given by such party to, the Antitrust Division of the Department of Justice or other Governmental Entity in respect of such filingsJustice, the MergerBureau of Competition of the Federal Trade Commission or any other Authority and of any written communication (or summary of oral communications) received or given in connection with any proceeding by a private party, or such other transactionsin each case regarding any of the transactions contemplated hereby, and (iii) cooperate consult with the other party Buyer in advance of any meeting or conference with any such Authority or, in connection with any such filing and in connection proceeding by a private party, with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.16(b)) with respect to any such filing, the Merger, or any such other transaction. Each party shall promptly inform the other party of any material communication withPerson, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings, the Merger, or any such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by any such Governmental EntityAuthority or other Person, give Buyer the opportunity to attend and participateparticipate in such meetings and conferences. All fees and expenses associated with the filing under the HSR Act shall be borne by the Buyer. (bd) Each In furtherance and not in limitation of Avant! the covenants of the Company and Compass the Stockholders contained in this Section 9.2, if any objections are asserted by any Authority or any third party with respect to the transactions contemplated hereby under any Law, then the Company shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger or any other transactions provided for in this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action or proceeding and objections so as 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 prohibits, prevents, or restricts permit the consummation of the Merger. Each of Compass and Avant! shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of contemplated by this Agreement. Notwithstanding anything to the contrary in this Section 5.16, neither Compass or any of its affiliates, nor Avant! or any of its affiliates, shall be required to divest any of their respective businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a material adverse effect on their respective businesses, product lines or assets.

HSR Act Filing. (a) Each As soon as practicable after the date of Avant! this Agreement, and Compass in no event later than ten (10) Business Days following the execution hereof, the Purchaser and the Seller shall each file a Hart-Scott-Rodino Notification and Report Form with the United States Xxxxxxx Xxxxx Xxxmission and the Antitrust Division of the United States Department of Justice under the HSR Act. All filing fees payable with respect to such filing by the Purchaser and the Seller shall be paid by the Purchaser. The Purchaser and the Seller agree to keep the other promptly apprised of the status of matters relating to completion of the Closing and the pre-acquisition notification review process. Notwithstanding the foregoing, nothing set forth in this Agreement shall obligate any party hereto to litigate any action or inaction by any Governmental Authority under the HSR Act. (b) The Purchaser and the Seller shall, in connection with the efforts referenced in Section 5.06(a) to obtain the requisite Governmental Authorizations for the Closing under the HSR Act: (i) promptly make or cause use commercially reasonable efforts to be made the filings required obtain prompt termination of such party or any of its affiliates or subsidiaries waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period with respect to the Merger and the other transactions provided for in contemplated by this Agreement, ); (ii) comply at the earliest practicable date cooperate in all reasonable respects with each other in connection with any request under the HSR Act for additional information, documents, filing or submission and in connection with any investigation or other inquiry; (iii) keep the other parties promptly informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Authority regarding any of its affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice or other Governmental Entity in respect of such filings, the Merger, or such other transactions, Transactions; and (iiiiv) cooperate with permit the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.16(b)) with respect parties to any such filing, the Merger, or any such other transaction. Each party shall promptly inform the other party of review any material communication withgiven by it to, and consult with each other in advance of any proposed understanding, undertaking, meeting or agreement conference with, any Governmental Entity regarding any such filingsAuthority in connection therewith, the Merger, or any such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental EntityAuthority, give the other parties the opportunity to attend and participateparticipate in such meetings and conferences. (bc) Each of Avant! and Compass Notwithstanding anything to the contrary in this Agreement, nothing set forth in this Agreement shall use its commercially reasonable efforts or shall be deemed to resolve such objections, if any, as may be asserted obligate any party hereto to litigate or challenge any action or inaction by any Governmental Entity with respect to Authority under the Merger HSR Act or any other transactions provided for in this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state Laws designed or foreign statutes, rules, regulations, orders, or decrees that are designed intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectivelytrade, "Antitrust Laws"). In connection therewithor to sell or otherwise divest itself of or hold separate any asset, if or enter into any administrative consent decree, as a condition to obtaining any consent, approval, order or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative authorization of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action Governmental Authority necessary or proceeding and 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 prohibits, prevents, or restricts appropriate for consummation of the Merger. Each of Compass and Avant! shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Section 5.16, neither Compass or any of its affiliates, nor Avant! or any of its affiliates, shall be required to divest any of their respective businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a material adverse effect on their respective businesses, product lines or assetsTransactions.

HSR Act Filing. (a) Each of Avant! Parent and Compass the Company shall (i) promptly use best efforts to make or cause to be made the filings required of such party to this Agreement or any of its affiliates subsidiaries or subsidiaries Affiliates under the HSR Act with respect to the Merger and transactions contemplated by this Agreement as promptly as practicable after the other transactions provided for in date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other material materials received by such party or any of its affiliates or subsidiaries from the United States Federal Trade Commission or the United States Department of Justice or any other Governmental Entity Authority in respect of such filings, the Merger, filings or such other transactions, and (iii) cooperate in good faith with the other party to this Agreement in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.16(b)) with respect to any such filing, the Merger, filing or any such transaction. The parties to this Agreement shall consult in good faith with each other transactionto determine whether any other filing, application or notice must be made or approval must be obtained pursuant to any applicable Law, and shall use best efforts to furnish to each other all information required for, any such filing, application or notice to be made or approval to be obtained pursuant to any applicable Law, in connection with the Merger. Each party to this Agreement shall promptly inform notify the other party parties to this Agreement of any material communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings, the Merger, filings or any such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participatetransaction. (b) Each of Avant! Parent and Compass the Company shall use its commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the Merger or any other transactions provided for in contemplated by this Agreement under the HSR Act, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Commission Xxxxx Xommission Act, as amendedamendex, and xxx any other federal, United States federal or state or foreign statutesstatues, rules, regulations, orders, decrees, administrative or decrees judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action or proceeding and 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 prohibits, prevents, or restricts consummation of the Merger. Each of Compass Parent and Avant! the Company shall use commercially reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. Notwithstanding . (c) For the avoidance of doubt, Parent and its subsidiaries shall commit to any and all divestitures, licenses or hold separate or similar arrangements with respect to its assets or conduct of business arrangements as a condition to obtaining any and all approvals from any Governmental Authority for any reason in order to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws and obtain any other required consents or approvals of any Governmental Authority, as promptly as practicable, but in no event later than the Expiration Date, including taking any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Authority, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law or regulation, would preclude satisfaction of the conditions to the Merger set forth in ARTICLE VII by the Expiration Date; provided, however, and notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 5.166.07 or Section 6.09 shall not be construed to require Parent to undertake or commit to undertake any efforts or to take any action or commit to take any action if such efforts or action would, neither Compass or would reasonably be expected to result in a Substantial Detriment. "Substantial Detriment" (i) a substantial impairment of the benefits to Parent reasonably expected, as of the date hereof, to be realized from consummation of the Merger or (ii) any event, development, state of facts, occurrence or change that is or would reasonably be expected to be, individually or in the aggregate, materially adverse to the business, assets, condition (financial or otherwise) or results of operations of Parent, the Company and their respective subsidiaries, taken as a whole; provided that any requirement to divest, license or hold separate or similar arrangements with respect to the assets or conduct of business arrangements of Parent shall be deemed to result in a Substantial Detriment if such action with respect to a comparable amount of assets or businesses of the Company and its Subsidiaries would be reasonably likely, in the aggregate, to have a Company Material Adverse Effect, at or after the Effective Time. The Company shall agree if, but solely if, requested by Parent, to divest, hold separate or otherwise take or commit to take any action with respect to the businesses, services, or assets of the Company or any of its affiliatessubsidiaries in furtherance of this Section 6.07; provided, nor Avant! or however, that any such action may be conditioned upon consummation of its affiliates, shall be required to divest any of their respective businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a material adverse effect on their respective businesses, product lines or assetsthe Merger.

HSR Act Filing. (a) Each As promptly as reasonably possible after the date of Avant! this Agreement and Compass in any event within 15 business days, if required by any Law, each of Parent and the Company shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act and its implementing regulations to, file with the Federal Trade Commission (ithe “FTC”) promptly make or cause to be made and the filings required Antitrust Division of such party or any the U.S. Department of its affiliates or subsidiaries under Justice (the “Antitrust Division”) a pre-merger notification in accordance with the HSR Act with respect to the Offer and the Merger and the other transactions provided for in Transactions pursuant to this Agreement. Each of Parent and the Company shall furnish promptly to the FTC, the Antitrust Division and any other requesting Governmental Authority any additional information requested by either of them pursuant to the HSR Act or any other antitrust or related Law in connection with such filings, including all documents or information requested under 16 C.F.R. § 803.20 or other rules under the HSR Act. To the extent permitted by Law, each of Parent and the Company shall consult in advance and cooperate with one another, and consider in good faith the views of one another, in connection with any 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; provided, however, that Purchaser, after consulting in good faith with the Company, shall direct and control all decisions with respect to filings, strategy and proceedings under the HSR Act or any other antitrust Law, including (i) the timing of any submissions under the HSR Act, (ii) comply at whether to withdraw or refile any submission to a Governmental Authority, (iii) whether to enter into any agreement with a Governmental Authority regarding timing and (iv) whether to propose, discuss, or offer any remedy to a Governmental Authority. Parent and the earliest practicable date Company shall cooperate fully with each other in connection with the making of all such filings or responses. In addition, except as may be prohibited by any Governmental Authority or by any applicable Law, each party hereto will permit authorized Representatives of the other parties to attend any meeting, communication, or conference with any Governmental Authority in connection with such proceedings under or relating to the HSR Act or any other antitrust Law. Without limiting the generality of the foregoing, each party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such party and any Governmental Authority relating to the Transactions contemplated by this Agreement. The parties may, as they deem advisable and necessary, designate any nonpublic information provided to the other under this ‎Section 7.10 as restricted to “outside counsel only” and any such information shall not be shared with employees, officers or directors or their equivalents of the other party without approval of the party providing the nonpublic information; provided, however, that each of the Company, Parent and Purchaser may redact any valuation and related information before sharing any information provided to any Governmental Authority with another party on an “outside counsel only” basis. Parent shall pay directly to the applicable Governmental Authority the applicable filing fee required in connection with the filings and other materials required under the HSR Act for additional information, documentsAct, or other material received by such party or any of its affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice or other Governmental Entity in respect of such filings, the Merger, or such other transactions, and (iii) cooperate with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.16(b)) with respect to any such filing, the Merger, or any such other transaction. Each party shall promptly inform the other party of any material communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings, the Merger, or any such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participateantitrust notifications. (b) Each of Avant! Parent, Purchaser and Compass the Company shall use its commercially reasonable best efforts to resolve offer to take (and if such objectionsoffer is accepted, if any, as commit to take) such steps which it is capable of taking to avoid or eliminate impediments under any antitrust Laws that may be asserted by the FTC, the Antitrust Division or any other Governmental Entity Authority with respect to the Transactions, so as to enable the Acceptance Time and the Merger Closing to occur as promptly as practicable following the date of this Agreement and, in any event, prior to the Outside Date (as it may be extended), including offering to take or offering to commit to take action that limits its freedom of action with respect to, or ability to retain, any of the businesses, services or assets of Parent or its Subsidiaries or the Company and the Company Subsidiaries. Notwithstanding anything else herein, Parent, Purchaser and the Company shall not be required to (and neither the Company nor any Company Subsidiary, without first obtaining Parent’s prior written consent, which consent may be withheld in Parent’s sole discretion, shall, or shall offer or agree to) propose, negotiate, offer to commit and effect, by consent decree, hold separate order or otherwise, the sale, license, assignment, transfer or other divestiture or disposition of any assets or businesses of Parent or its Subsidiaries or the Company or any Company Subsidiary. (c) If Parent, Purchaser or the Company (i) would be required by a Governmental Authority to sell, license, assign, transfer or otherwise divest or dispose of any assets or businesses of Parent or its Subsidiaries or the Company or any Company Subsidiary, or (ii) would be required to limit Parent’s, the Purchaser’s or the Company’s freedom of action with respect to any of the businesses, services or assets of Parent or its Subsidiaries and the Company and the Company Subsidiaries in a manner that would have, individually or in the aggregate, a Material Adverse Effect or that would be materially adverse to Parent and its affiliates (whether before or after the Merger Closing), then in the case of each of the foregoing clauses (i) and (ii) Parent may elect to (A) accept such remedy as required to avoid or eliminate all impediments under any antitrust Laws that may be asserted by the FTC, the Antitrust Division or any other transactions provided for in this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action or proceeding and 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 prohibits, prevents, or restricts consummation of the Merger. Each of Compass and Avant! shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws Governmental Authority with respect to the Transactions, so as to enable the Acceptance Time and the Merger and such other transactions Closing to occur as promptly as possible after practicable following the execution date of this Agreement. Notwithstanding anything Agreement and, in any event, prior to the contrary in Outside Date; or (B) to the extent permitted hereby, terminate this Section 5.16Agreement and comply with Parent’s and Purchaser’s obligations hereunder, neither Compass or any including, if required by ‎Section 9.03(c), payment of its affiliates, nor Avant! or any of its affiliates, shall be required to divest any of their respective businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a material adverse effect on their respective businesses, product lines or assetsthe Parent Termination Fee.

HSR Act Filing. (a) Each of Avant! NCI and Compass NAVIO shall (i) promptly make or cause to be made made, or in the case of NETSCAPE , NAVIO shall use commercially reasonable efforts to cause NETSCAPE to make, the filings required of such party or any of its affiliates or subsidiaries under the HSR Act with respect to the Merger and the other transactions provided for in this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other material received by such party or any of its affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice or other Governmental Entity in respect of such filings, the Merger, or such other transactions, and (iii) cooperate with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.16(b6.8(b)) with respect to any such filing, the Merger, or any such other transaction. Each party shall promptly inform the other party of any material communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings, the Merger, or any such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate. (b) Each of Avant! NAVIO and Compass NCI shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger or any other transactions provided for in this Agreement under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, orders, or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust LawsANTITRUST LAWS"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass NCI and Avant! NAVIO decide that litigation is in their best interests, each of Compass NCI and Avant! NAVIO shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, or other order, whether temporary, preliminary, or permanentpermanent (each an "Order"), that is in effect and that prohibits, prevents, or restricts consummation of the Merger. Each of Compass NCI and Avant! NAVIO shall use commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Section 5.166.8, neither Compass NCI or any of its affiliates, nor Avant! NAVIO or any of its affiliates, shall be required to divest any of their respective businesses, product lines, or assets, or to take or agree to take any other action or agree to any limitation that would have a material adverse effect on their respective businesses, product lines or assets. (c) To the extent required under the HSR Act, NAVIO shall use all reasonable efforts to cause (at NAVIO'S EXPENSE) XXX XXX to comply with the HSR Act in connection with the transactions contemplated by this Agreement on substantially the same terms as set forth above in this Section 6.8 as applicable to NAVIO.

HSR Act Filing. (a) Within ten (10) Business Days following the date hereof and pursuant to the applicable requirements of the HSR Act and the rules and regulations thereunder, the parties shall cause to be filed with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) Notification and Report Forms relating to the Contemplated Transactions (and to request early termination of the waiting period under the HSR Act). Buyer and Seller each shall (a) promptly supply the other party with any information which may be required in order to effectuate such filings and (b) respond as promptly as practicable to any inquiries received from the FTC or the DOJ for additional information or documentation. Each of Avant! Buyer and Compass Seller shall (i) promptly make or cause to be made the filings required of such party or any of its affiliates or subsidiaries under the HSR Act with respect to the Merger and the other transactions provided for in this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other material received by such party or any of its affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice or other Governmental Entity in respect of such filings, the Merger, or such other transactions, and (iii) cooperate with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.16(b)) with respect to any such filing, the Merger, or any such other transaction. Each party shall promptly inform notify the other party of any material communication withbetween that party and the FTC or the DOJ and, subject to applicable Law, discuss with and permit the other party to review in advance any proposed written communication to any of the foregoing; and (ii) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between them and their Affiliates and their respective Representatives on the one hand, and any proposed understanding, undertaking, government authority or agreement with, any Governmental Entity regarding any such filings, the Merger, or any such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect members of any such filings, investigation, or other inquiry without giving their respective staffs on the other party notice of the meeting andhand, to the extent permitted by such Governmental Entity, the opportunity to attend and participate. (b) Each of Avant! and Compass shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger or any other transactions provided for in this Agreement under Contemplated Transactions. Subject to Section 6.2(b) and upon the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, terms and any other federal, state or foreign statutes, rules, regulations, orders, or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interestsconditions set forth herein, each of Compass and Avant! the parties shall cooperate and use its reasonable best efforts vigorously to contest and resist any such action take, or proceeding cause to be taken, all actions and to have vacated, lifted, reverseddo, or overturned any decreecause to be done, judgmentand to assist and cooperate with the other parties in doing, injunctionall things, necessary, proper or advisable to make effective as promptly as practicable, but in no event later than the End Date, the Contemplated Transactions, including obtaining HSR clearance and approvals; provided that in no event shall Seller or its Affiliates (other order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of than the Merger. Each of Compass and Avant! shall use commercially reasonable efforts to take such action as may Company) be required to cause propose, commit to or effect, by consent decree, hold separate order, or otherwise, the expiration sale, divestiture or disposition of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Section 5.16, neither Compass or any of its affiliates, nor Avant! or any of its affiliates, shall be required to divest any of their respective businesses, product lineslines or assets of Seller and such Affiliates other than the Business or otherwise take or commit to take actions that after the Closing would limit Seller’s and/or its Affiliates’ (other than the Company) freedom of action with respect to, or assetsits or their ability to operate and/or retain, one or to take or agree to take any other action or agree to any limitation that would have a material adverse effect on their respective more of such businesses, product lines or assets.

HSR Act Filing. (a) Each of Avant! Parent and Compass the Company shall (i) promptly use reasonable best efforts to make or cause to be made the filings required of such party to this Agreement or any of its affiliates subsidiaries or subsidiaries Affiliates under the HSR Act with respect to the Merger and transactions contemplated by this Agreement as promptly as practicable after the other transactions provided for in date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other material materials received by such party or any of its affiliates or subsidiaries from the United States Federal Trade Commission or the United States Department of Justice or any other Governmental Entity Authority in respect of such filings, the Merger, filings or such other transactions, and (iii) cooperate in good faith with the other party to this Agreement in connection with any such filing (including, with respect to the party to this Agreement making a filing, providing copies of all such documents to the non-filing party to this Agreement and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity Authority under any Antitrust Laws (as defined in Section 5.16(b)) with respect to any such filing, the Merger, filing or any such transaction. The parties to this Agreement shall consult in good faith with each other transactionto determine whether any other filing, application or notice must be made or approval must be obtained pursuant to any applicable Law, and shall use reasonable best efforts to furnish to each other all information required for, any such filing, application or notice to be made or approval to be obtained pursuant to any applicable Law, in connection with the Merger and the other transactions contemplated by this Agreement. Each party to this Agreement shall promptly inform notify the other party parties to this Agreement of any material communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity Authority regarding any such filings, the Merger, filings or any such other transactionstransaction. Neither party None of the parties to this Agreement shall independently participate in any meeting meeting, or engage in any substantive conversation, with any Governmental Entity Authority in respect of any such filings, investigation, or other inquiry without giving the other party parties to this Agreement prior notice of the such meeting and, to the extent permitted by such Governmental EntityAuthority, the opportunity to attend and/or participate. The parties to this Agreement will consult and participatecooperate with one another in good faith, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or relating to the HSR Act or other Antitrust Laws or any other applicable Law, if any. (b) Each of Avant! Parent and Compass the Company shall use its commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Authority with respect to the Merger or any other transactions provided for in contemplated by this Agreement under the HSR Act, the Xxxxxxx Sherman Act, as amended, the Xxxxxxx Clayton Act, as amended, the Federal Trade Commission Tradx Xxxxxssion Act, as amended, and any xxx xxy other federal, United States federal or state or foreign statutesstatues, rules, regulations, orders, decrees, administrative or decrees judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action or proceeding and 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 prohibits, prevents, or restricts consummation of the Merger. Each of Compass Parent and Avant! the Company shall use commercially reasonable best efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. . (c) Notwithstanding anything to the contrary in this Section 5.16contrary, neither Compass none of Parent, the Company or the Surviving Corporation (or any of its affiliates, nor Avant! their subsidiaries or Affiliates) shall in any of its affiliates, shall event be required to divest any of their respective businesses, product lines, hold separate or assets, or to take or agree to take any other action or otherwise agree to any limitation that would have a material adverse effect on their respective restrictions on, sell, divest or dispose of any assets or businesses, product lines including any assets or assetsbusiness to be acquired pursuant to this Agreement, in connection with obtaining any approval under any Antitrust Laws that may be asserted by any U.S. federal, state, local or foreign antitrust or competition Governmental Authority.

HSR Act Filing. (a) Each of Avant! the Buyer and Compass the Representative has filed a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice. Each of the Buyer, on the one hand, and the Sellers and each entity within the Acquired Group, on the other hand, agrees that it has not and will not request early termination of the waiting period. (b) The Buyer, on the one hand, and the Sellers, on the other hand, shall (i) respond as promptly as practicable to, and substantially comply with, any inquiries or requests received from any Government Entity for additional information or documentation, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with any Government Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, neither the Buyer nor any entity within the Acquired Group, or any of their respective Affiliates, shall be required to divest or agree to divest, sell, license, dispose of or hold separate, alter any business or commercial practice or operate in any specified manner any assets or business in connection with any applicable antitrust, competition or trade regulation Law. (c) Each party shall (i) promptly make or cause to be made notify the filings required other party of such any communication between that party or its Affiliates and any of its affiliates or subsidiaries under the HSR Act with respect Government Entity and, subject to the Merger and applicable Law, permit the other transactions provided for party to review and discuss in this Agreementadvance, and shall consider in good faith the views of the other party in connection with, any proposed communication, proposal or material submitted or made to any Governmental Entity; (ii) comply at the earliest practicable date not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any request under the HSR Act for additional information, documents, or other material received by such party or any of its affiliates or subsidiaries from the Federal Trade Commission or the Department of Justice or other Governmental Government Entity in respect of such any filings, review, investigation or inquiry concerning this Agreement or the Merger, or such other transactions, and (iii) cooperate transactions contemplated by this Agreement unless it consults with the other party in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity under any Antitrust Laws (as defined in Section 5.16(b)) with respect to any such filing, the Merger, or any such other transaction. Each party shall promptly inform the other party of any material communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Entity regarding any such filings, the Merger, or any such other transactions. Neither party shall participate in any meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other party notice of the meeting advance and, to the extent permitted by such Governmental Government Entity, gives the other party the opportunity to attend and participateparticipate thereat; and (iii) furnish the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives, on the one hand, and any Government Entity or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement (except that no entity within the Acquired Group shall be under any obligation of any kind to provide any other party documents, material or other information relating to the valuation of the Acquired Group or to alternatives to the proposed transactions contemplated by this Agreement and this Agreement); provided, however, that materials may be redacted as necessary to address reasonable attorney-client or confidentiality concerns. (bd) Each of Avant! The Sellers, on the one hand, and Compass shall use its commercially reasonable efforts to resolve such objectionsBuyer, if anyon the other hand, may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 8.4 as “outside counsel only”; provided, however, that materials concerning the valuation of the Business may be asserted by any Governmental Entity with respect redacted. Materials designated as for “outside counsel only” and the information contained therein shall be given only to the Merger or any other transactions provided for in this Agreement under outside legal counsel of the HSR Actrecipient and will not be disclosed by such outside counsel to employees, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign statutes, rules, regulations, ordersofficers, or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger as violative of any Antitrust Law, and, if by mutual agreement, Compass and Avant! decide that litigation is in their best interests, each of Compass and Avant! shall cooperate and use its reasonable efforts vigorously to contest and resist any such action or proceeding and 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 prohibits, prevents, or restricts consummation directors of the Merger. Each of Compass and Avant! shall use commercially reasonable efforts to take such action as may be required to cause recipient unless express permission is obtained in advance from the expiration source of the notice periods material or its legal counsel. (e) All filing fees under the HSR Act or other Antitrust Laws with respect to the Merger and such other transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary in this Section 5.16, neither Compass or any of its affiliates, nor Avant! or any of its affiliates, shall be required to divest any of their respective businessesborne equally by the Buyer, product lineson the one hand, or assetsand the Selling Unit Holders, or to take or agree to take any on the other action or agree to any limitation that would have a material adverse effect on their respective businesses, product lines or assetshand.