Common use of Legal Conditions to the Merger Clause in Contracts

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) and Section 6.4(d), the Company and the Parent shall each use (and shall cause each of its respective Subsidiaries to use) its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) as promptly as practicable, obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Parent or any of their respective Subsidiaries, or to avoid any action or order by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws and any related governmental request thereunder and (C) any other applicable law; (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause (iii), including by providing copies of all such documents to the non-filing Person and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the Parent shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities under Section 6.4(c). (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including Section 6.4(d), the Parent and the Company will, and shall cause each of their respective Subsidiaries to, cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for Closing under any applicable Antitrust Laws, to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust Laws, and to cause any waiting periods under any applicable Antitrust Laws to expire or be terminated. Each party hereto shall (i) give the other parties prompt notice of any request, inquiry, objection, charge or other Action, actual or threatened, by or before any Governmental Entity with respect to the Offer, the Merger or any of the transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such matters. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the Offer, the Merger or any of the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any meeting or substantive communication with any Governmental Entity and, to the extent permitted by law or such applicable Governmental Entity, providing each other the opportunity to participate in such meetings and other substantive conversations. (d) Notwithstanding anything to the contrary in this Agreement, none of the Parent, the Purchaser or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of the Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, that if requested by the Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occurs.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) 6.1 and Section 6.4(d6.6(b), the Company and the Parent Buyer shall each use (and shall cause each of its their respective Subsidiaries to use) its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Parent Buyer or any of their respective Subsidiaries, or to avoid any action or order by any Governmental Entity, Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger; (iii) as promptly as practicablepracticable (and in no event later than 20 days from the date hereof in the case of the following clause (A) and 30 days from the date hereof in the case of the following clause (B)), make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws Act and any related governmental request thereunder thereunder, and (C) any other applicable law; (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and (viv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent Buyer shall cooperate and coordinate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause (iii)filings, including by providing copies of all such documents to the non-filing Person party and its advisors prior to filing filing, consulting as to the timing and process of the filings, and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the Parent Buyer shall each use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent Buyer and the Company agree that nothing contained in this Section 6.4(a6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.4(c6.6(b) or Section 6.6(c). (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including Section 6.4(d), the Parent Buyer and the Company willagree, and shall cause each of their respective Subsidiaries toSubsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any applicable other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust LawsLaw (including pursuant to any “second request” issued by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice or any comparable request by a foreign Governmental Entity), and to cause contest and resist any waiting periods under action, including any applicable Antitrust Laws legislative, administrative or judicial action, and to expire have vacated, lifted, reversed or be terminated. Each party hereto shall (i) give the other parties prompt notice of overturned any requestdecree, inquiryjudgment, objection, charge injunction or other Actionorder (whether temporary, actual preliminary or threatenedpermanent) (an “Antitrust Order”) that restricts, by prevents or before any Governmental Entity with respect to prohibits the Offer, consummation of the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of Agreement under any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such mattersAntitrust Law. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. (c) The Buyer shall not, however, be obligated to hold separate or sell, divest or dispose of any of its assets, services or businesses or the Offerassets, services or businesses of the Surviving Corporation after the Effective Time or otherwise be obligated to take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of such businesses, services or assets of the Buyer or the Surviving Corporation, in order to avoid the entry of, or to effect the dissolution of, any Antitrust Order, which would have the effect of preventing or delaying the Effective Time beyond the Outside Date (d) Each of the Company and the Buyer shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, all commercially reasonable efforts to obtain each of the Required Consents and any other third party consents required in connection with the Merger that are (i) necessary to consummate the transactions contemplated hereby, (ii) disclosed or required to be disclosed in the Company Disclosure Schedule or the Buyer Disclosure Schedule, as the case may be, or (iii) required to prevent the occurrence of an event that is reasonably likely to have a Company Material Adverse Effect or a Buyer Material Adverse Effect prior to or after the Effective Time, it being understood that neither the Company nor the Buyer shall be required to make any material payments in connection with the fulfillment of its obligations under this Section 6.6. For the avoidance of doubt, the Merger Buyer and the Company agree that nothing contained in this Section 6.6(d) shall modify or affect their respective rights and responsibilities under Section 6.6(b) or Section 6.6(c). For purposes of this Agreement, the term “Buyer Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or any material adverse effect on the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any meeting or substantive communication with any Governmental Entity and, to the extent permitted by law or such applicable Governmental Entity, providing each other the opportunity to participate in such meetings and other substantive conversations. (d) Notwithstanding anything to the contrary in this Agreement, none of the Parent, the Purchaser or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of the Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, that if requested by the Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occurs.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) and Section 6.4(d6.6(b), the Company and the Parent shall each use (and shall cause each of its respective Subsidiaries to use) its reasonable best efforts to: to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; , (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Parent or any of their respective Subsidiaries, or to avoid any action or order by any Governmental Entity, Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws and any related governmental request thereunder request, and (C) any other applicable law; law and (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause (iii)filings, including by providing copies of all such documents to the non-filing Person party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Company and the Parent shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement/Prospectus and the Registration Statement) in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent and the Company agree that nothing contained in this Section 6.4(a6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.4(c6.6(b). (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including Section 6.4(d), the Parent and the Company willagree, and shall cause each of their respective Subsidiaries toSubsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for Closing under any applicable federal law and any other state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust LawsLaw, and to cause contest and resist any waiting periods under action, including any applicable Antitrust Laws legislative, administrative or judicial action, and to expire have vacated, lifted, reversed or be terminated. Each party hereto shall (i) give the other parties prompt notice of overturned any requestdecree, inquiryjudgment, objection, charge injunction or other Actionorder (whether temporary, actual preliminary or threatenedpermanent) (an “Antitrust Order”) that restricts, by prevents or before any Governmental Entity with respect to prohibits the Offer, consummation of the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of Agreement under any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such mattersAntitrust Law. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, 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 the Offer, the Merger proceedings under or relating to any of the transactions contemplated by this AgreementAntitrust Law. Such cooperation The Parent shall include consulting with each other in advance of be entitled to direct any meeting proceedings or substantive communication negotiations with any Governmental Entity andrelating to any of the foregoing, to provided that it shall afford the extent permitted by law or such applicable Governmental Entity, providing each other the Company a reasonable opportunity to participate in such meetings and other substantive conversations. (d) therein. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, none of neither the Parent, the Purchaser or Parent nor any of their Subsidiaries its Affiliates shall be required to, and the Company may not, without the prior written consent of the Parent, become subject to, consent to, or offer or agree to, or otherwise take under any action with respect to, any requirement, condition, limitation, understanding, agreement or order obligation to (i) sellmake proposals, license, assign, transfer, divest, hold execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise dispose otherwise) of any assets, business or portion of business material assets of the Company, Parent or any of its Affiliates or the Company or any of its Affiliates or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation, ) or imposing or seeking to impose any material limitation on the Parent, ability of the Purchaser Parent or any of its Affiliates to conduct their respective Subsidiariesbusiness or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or (ii) conduct, restrict, operate, invest take any action under this Section if the United States Department of Justice or otherwise change the assets, business United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or portion of business restraining order to enjoin consummation of the Company, Merger. (c) Each of the Surviving Corporation, Company and the Parent, the Purchaser Parent shall give (or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their reasonable efforts to obtain any third party consents related to or required in any manner connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Company Disclosure Schedule or the Parent Disclosure Schedule, as the case may be, or (iiiC) impose any restrictionrequired to prevent the occurrence of an event that may have a Company Material Adverse Effect or a Parent Material Adverse Effect prior to or after the Effective Time, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, it being understood that if requested by the Parent, neither the Company will become subject to, consent to, or offer or agree to, or otherwise take any action nor the Parent shall be required to make materially burdensome payments in connection with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occursfulfillment of its obligations under this Section 6.6.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) and Section 6.4(d), the Company and the Parent Buyer shall each use (and shall cause each of its respective Subsidiaries reasonable efforts to use) its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; , (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party all consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Parent Buyer or any of their respective Subsidiaries, or to avoid any action or order by any Governmental Entity, Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, any other applicable Antitrust Laws and any related governmental request thereunder and as amended (thx "XXX Xxx") xxx (C) any other applicable law; law and (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent Buyer shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause (iii)filings, including by providing copies of all such documents to the non-filing Person party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith. The Company and the Parent Buyer shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent Buyer and the Company agree that nothing contained in this Section 6.4(a6.5(a) shall modify or affect their respective rights and responsibilities under Section 6.4(c6.5(b). (b) Without limiting the generality of anything contained in this Section 6.4, each Each of the Parent Company and the Company Buyer shall give (i) as soon as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including Section 6.4(d), the Parent and the Company will, and shall cause each of their respective Subsidiaries toto give) any notices to third parties, cooperate and to use use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any government clearances or approvals third party consents required for Closing under any applicable Antitrust Laws, to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust Laws, and to cause any waiting periods under any applicable Antitrust Laws to expire or be terminated. Each party hereto shall (i) give the other parties prompt notice of any request, inquiry, objection, charge or other Action, actual or threatened, by or before any Governmental Entity with respect to the Offer, the Merger or any of the transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such matters. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the Offer, the Merger or any of the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any meeting or substantive communication with any Governmental Entity and, to the extent permitted by law or such applicable Governmental Entity, providing each other the opportunity to participate in such meetings and other substantive conversationsMerger. (d) Notwithstanding anything to the contrary in this Agreement, none of the Parent, the Purchaser or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of the Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, that if requested by the Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occurs.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, 6.1 and Section 6.4(b6.4(c), Section 6.4(c) and Section 6.4(d), the Company and the Parent each party hereto shall each use (and shall cause each of its respective Subsidiaries to use) its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) as promptly as practicable, (A) obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, or orders Orders required to be obtained or made by the Company or the Parent such party (or any of their respective its Subsidiaries, or to avoid any action or order by ) from any Governmental Entity, Entity in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and (B) except as directed by the Parent, including give all notices required to be given to, and to use commercially reasonable efforts (in lieu of reasonable best efforts), with the Offer reasonable cooperation of the other parties hereto, to obtain those material consents, approvals or authorizations of any third parties (other than any Governmental Entity which shall be governed by Section 6.4(a)(ii)(A)) that are required in connection with the transactions contemplated by this Agreement under the Company Material Contracts; provided, however, that, in each case, in no event shall either party or any of their respective Subsidiaries be required to pay any out-of-pocket monies or agree to any material undertaking with third parties in connection with any of the foregoing; and provided, further, that the Mergerabsence of any notice to, or consent, approval or authorization of, any third party resulting from the direction of the Parent pursuant to Section 6.4(a)(ii)(B) shall in no event be considered to be a breach of a representation or warranty of the Company under this Agreement; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities lawsLaws, (B) the HSR Act, any other applicable Antitrust Laws Act and any related governmental request thereunder and (C) any other applicable lawLaw; (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order Order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which that has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting prohibiting, preventing, restraining or materially delaying the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and (v) execute or deliver any additional instruments necessary necessary, or reasonably requested by the other party, to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent parties hereto shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause clauses (ii) or (iii), including by providing copies of all such documents to the non-filing Person and its advisors prior to filing to the extent permitted by applicable Law and, if requestedto the extent reasonably practicable, accepting reasonable additions, deletions or changes suggested provide the other parties an opportunity to review and provide comments in connection therewith. The Company and the Parent Each party hereto shall use their respective its reasonable best efforts to furnish to each other party hereto all information required for any application or other filing to be made pursuant to any applicable law Law (including all information required to be included in the Proxy Statement (as contemplated by this Agreement) to be sent to the stockholders of the Company in connection with seeking the Company Stockholder Approval) in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities limit any obligation under any other provision in this Section 6.4(c)6.4. (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon promptly as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any filings required or advisable under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4Laws. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other partiesparties (such consent not to be unreasonably withheld, conditioned or delayed). (c) Subject to the terms hereof, including Section 6.4(d), the Parent and the Company willparties hereto shall, and shall cause each of their respective Subsidiaries Affiliates to, cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for the Closing under any applicable Antitrust LawsLaw, to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust LawsLaw, and to cause any waiting periods under any applicable Antitrust Laws Law to expire or be terminated. Each party hereto shall (i) give the other parties prompt notice of terminated and to contest and resist any requestaction, inquiryincluding any legislative, objection, charge administrative or other Action, actual or threatened, by or before any Governmental Entity with respect to the Offer, the Merger or any of the transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advancejudicial action, and consider in good faith to have vacated, lifted, reversed or overturned any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such mattersRestrictive Order. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the Offer, the Merger Proceedings under or relating to any of the transactions contemplated by this AgreementAntitrust Law. Such cooperation shall include consulting with each other in advance of any meeting or substantive communication with any Governmental Entity and, to To the extent permitted by law Law or such applicable Governmental EntityEntities reviewing the Transactions, providing the parties shall provide each other the opportunity to participate in such meetings and other substantive conversationsconversations with such Governmental Entities. (d) Notwithstanding anything to the contrary in this Agreement, (i) none of the Parent, the Purchaser or any other Affiliate of their Subsidiaries the Parent shall be required toto sell, and the Company may notdivest, without the prior written consent of the Parent, become subject to, consent to, convey or offer or agree to, hold separate or otherwise take any other action (and the Company will not undertake any such action without the Parent’s prior written consent) that limits the Parent’s and its Affiliates’ freedom of action with respect to, any requirementor their ability to retain, conditionparticular products, limitation, understanding, agreement assets or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business businesses of the CompanyParent or the Company or their respective Subsidiaries, the Surviving Corporation, (ii) none of the Parent, the Purchaser or any other Affiliate of their respective the Parent, or the Company or any of its Subsidiaries, (ii) conduct, restrict, operate, invest shall be required to take or otherwise change the assets, agree to take any action with respect to its business or portion operations in connection with Proceedings under or relating to any Antitrust Law, and (iii) none of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any other Affiliate of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, or the Purchaser Company or any of their respective its Subsidiaries; provided, that if requested by the Parentshall be required to compensate any third party, the Company will become subject to, consent to, commence or participate in litigation or offer or agree to, grant any accommodation (financial or otherwise take otherwise) to any action with respect to, third party to obtain any such requirement, condition, limitation, understanding, agreement consent or order so long as such requirement, condition, limitation, understanding, agreement approval under or order is only binding on the Company in the event the Closing occursrelating to any Antitrust Law.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) and Section 6.4(d), the Company and the Parent each party hereto shall each use (and shall cause each of its respective Subsidiaries to use) its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) as promptly as practicable, obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Parent such party (or any of their respective its Subsidiaries, or to avoid any action or order by ) from any Governmental Entity, Entity in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, including however, that in no event shall the Offer and Company or any of its Subsidiaries be required to pay any monies or agree to any material undertaking in connection with any of the Mergerforegoing; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws and any related governmental request thereunder and (C) any other applicable law; (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and; (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; and (vi) with the prior written consent of Parent, seek all consents, waivers and approvals and delivering all notifications pursuant to any Company Material Contracts, in connection with this Agreement and the consummation of the Merger; provided, however, that in no event shall the Company or any of its Subsidiaries be required to pay any monies or agree to any material undertaking in connection with any of the foregoing. The Company and the Parent parties hereto shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause clauses (ii) or (iii), including by providing copies of all such documents to the non-filing Person and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the Parent Each party hereto shall use their respective its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities limit any obligation under any other provision in this Section 6.4(c)6.4. (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon as reasonably practicable and in any event within ten five (105) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser Merger Sub or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including and without limiting the Parent’s obligations under Section 6.4(d), the Parent and the Company willparties hereto shall, and shall cause each of their respective Subsidiaries to, cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for the Closing under any applicable Antitrust LawsLaw, to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust LawsLaw, and to cause any waiting periods under any applicable Antitrust Laws to expire or be terminated. Each party hereto shall (i) give the other parties prompt notice of any request, inquiry, objection, charge or other Action, actual or threatened, by or before any Governmental Entity with respect to the Offer, the Merger or any of the transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith to contest and resist any comments made by the other parties in relation toaction, including any proposed substantive communication by such party legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Governmental Entity relating to such mattersRestrictive Order. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law; provided, however, that Parent shall make the Offerultimate determination about which analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals, if any, are necessary. To the Merger extent permitted by law or any of Governmental Entities reviewing the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any meeting or substantive communication with any Governmental Entity and, to the extent permitted by law or such applicable Governmental Entity, providing parties will provide each other the opportunity to participate in such meetings and other substantive conversationsconversations with any such Governmental Entities. (d) Notwithstanding anything to the contrary in this Agreement, none the Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective Subsidiaries, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Parent, the Purchaser Surviving Corporation or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of the Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change in order to avoid the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, that if requested by the Parent, the Company will become subject to, consent toentry of, or offer or agree to, or otherwise take any action with respect toto effect the dissolution of, any such requirementRestrictive Order, condition, limitation, understanding, agreement which would have the effect of preventing or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event delaying the Closing occursbeyond the Outside Date.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) and Section 6.4(d6.4(c), the Company and the Parent each party hereto shall each use (and shall cause each of its respective Subsidiaries to use) its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, including with respect to making solicitations and recommendations to the record holders and beneficial owners of shares of Company Common Stock; (ii) as promptly as practicable, obtain from any Governmental Entity any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Parent such party (or any of their respective its Subsidiaries, or to avoid any action or order by ) from any Governmental Entity, Entity in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, including however, that in no event shall the Offer and Company or any of its Subsidiaries be required to pay any monies or agree to any material undertaking in connection with any of the Mergerforegoing; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws of the jurisdictions listed in Section 6.4 of the Company Disclosure Schedule and any related governmental request thereunder and (C) any other applicable law; (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and (viv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent parties hereto shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause clauses (ii) or (iii), including by providing copies of all such documents to the non-filing Person and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the Parent Each party hereto shall use their respective its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities limit any obligation under any other provision in this Section 6.4(c)6.4. (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR ActAct (if the applicable Governmental Entity is then accepting applications for such early termination)) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including Section 6.4(d), the Parent and the Company willparties hereto shall, and shall cause each of their respective Subsidiaries to, cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for the Closing under any applicable Antitrust Law of the United States and the jurisdictions listed in Section 6.4 of the Company Disclosure Schedule (the “Applicable Antitrust Laws”), to promptly respond as promptly as reasonably practicable to any government requests for information under any applicable the Applicable Antitrust Laws, and to cause any waiting periods under any applicable the Applicable Antitrust Laws to expire or be terminated. Each party Except to the extent prohibited by applicable Law, the parties hereto shall (i) give the other parties prompt notice of any request, inquiry, objection, charge or other Action, actual or threatened, by or before any Governmental Entity with respect to the Offer, the Merger or any of the transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such matters. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Except to the Offer, the Merger extent prohibited by applicable law or any of Governmental Entities reviewing the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any meeting or substantive communication with any Governmental Entity and, to the extent permitted by law or such applicable Governmental Entity, providing parties hereto will provide each other the opportunity to participate in such meetings and other substantive conversationsconversations with any such Governmental Entities. (d) Notwithstanding anything to the contrary in this Agreement, none the Parent shall not be required to (i) commence or participate in litigation in order to obtain any waivers, consents, or approvals of any Governmental Entity, lift any injunction, or otherwise eliminate any legal bar to the consummation of the Transactions contemplated hereby, (ii) propose, negotiate, commit or offer to commit to the sale, divestiture or disposition of such assets or businesses of the Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective Subsidiaries, or (iii) otherwise take, commit or offer to take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Parent, the Purchaser Surviving Corporation or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of the Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries. The Company shall not proffer, (ii) conductmake proposals, restrictnegotiate, operateexecute, invest carry out or otherwise change submit to any agreements or orders with any Governmental Entity in connection with the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, that if requested transactions contemplated by the Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occursthis Agreement.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, 6.1 and Section 6.4(b), Section 6.4(c) and Section 6.4(d), the Company Prime and the Parent Bank shall each use (and shall cause each of its respective Subsidiaries to use) its their reasonable best efforts to: to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; , (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company Prime or the Parent or any of their respective Subsidiaries, or to avoid any action or order by any Governmental Entity, Bank in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Exchange ActMerger, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws and any related governmental request thereunder and (C) any other applicable law; Law, and (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company Prime and the Parent Bank shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause filings, including providing copies, (iiii.e., complete copies or non-confidential versions, as applicable), including by providing copies of all such documents to the non-filing Person and party, or if more appropriate, to its advisors prior to filing the submission of correspondence, filings or communications to any Governmental Entity, and, if requested, accepting reasonable additions, deletions or changes suggested by the other party in connection therewith. The Company Prime and the Parent Bank shall each use their respective its reasonable best efforts to furnish to each other other, or, if more appropriate, to their advisors, all information required for any application or other filing to be made pursuant to any applicable law Law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent Bank and the Company Prime agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities under Section 6.4(c6.4(b). (b) Without limiting the generality Each of anything contained in this Section 6.4, each of the Parent Prime and the Company Bank shall (i) as soon as reasonably practicable and in give any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant notices to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other third parties. (c) Subject to the terms hereof, including Section 6.4(d), the Parent and the Company will, and shall cause each of their respective Subsidiaries to, cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals third party consents required for Closing under any applicable Antitrust Laws, to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust Laws, and to cause any waiting periods under any applicable Antitrust Laws to expire or be terminated. Each party hereto shall in connection with the Merger that are (i) give the other parties prompt notice of any request, inquiry, objection, charge or other Action, actual or threatened, by or before any Governmental Entity with respect necessary to the Offer, the Merger or any of consummate the transactions contemplated by this Agreementhereby, (ii) keep disclosed or required to be disclosed in the other parties informed as to the status of any such requestPrime Disclosure Schedule, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such matters. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the Offer, the Merger or any of the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any meeting or substantive communication with any Governmental Entity and, to the extent permitted by law or such applicable Governmental Entity, providing each other the opportunity to participate in such meetings and other substantive conversations. (d) Notwithstanding anything to the contrary in this Agreement, none of the Parent, the Purchaser or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of the Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement required to prevent the occurrence of an event that is reasonably likely to have a Prime Material Adverse Effect or limitation on a Bank Material Adverse Effect prior to or after the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, that if requested by the Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occursEffective Time.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) and Section 6.4(d), the Company and the Parent each party hereto shall each use (and shall cause each of its respective Subsidiaries to use) its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) as promptly as practicable, obtain from any Governmental Entity and maintain any consents, licenses, permits, waivers, approvals, authorizations, registrations or orders required to be obtained or made by the Company or the Parent such party (or any of their respective its Subsidiaries, or to avoid any action or order by ) from any Governmental Entity, in connection with Entity that are necessary for the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, including however, that in no event shall the Offer and Company or any of its Subsidiaries be required to pay any monies or agree to any material undertaking in connection with any of the Mergerforegoing; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws and any related governmental request thereunder and (C) any other applicable law; (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting or materially delaying consummation of the Offer or making the Merger illegal or otherwise prohibiting or materially delaying consummation of the Offer, the Merger or the other transactions contemplated by this AgreementAgreement (each, a “Restrictive Order”); and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent parties hereto shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause clauses (ii) or (iii), including by providing copies of all such documents to the non-filing Person and its advisors Representatives prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the Parent Each party hereto shall use their respective its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities limit any obligation under any other provision in this Section 6.4(c)6.4. (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon as reasonably practicable and in any event within ten five (10) Business 5)Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR ActAct (if the applicable Governmental Entity is then accepting applications for such early termination)) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any filings required or advisable under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4Laws. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including and without limiting the Parent’s obligations under Section 6.4(d), the Parent and the Company willparties hereto shall, and shall cause each of their respective Subsidiaries to, cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for the Closing under any applicable Antitrust LawsLaw, to promptly respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust LawsLaw, and to cause any waiting periods under any applicable Antitrust Laws to expire or be terminated, and to contest and resist any actual or threatened action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Restrictive Order. Each party Except to the extent prohibited by applicable law, the parties hereto shall (i) give the other parties prompt notice of any request, inquiry, objection, charge or other Action, actual or threatened, by or before any Governmental Entity with respect to the Offer, the Merger or any of the transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such matters. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Except to the Offer, the Merger extent prohibited by applicable law or any of Governmental Entities reviewing the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other in advance of any meeting or substantive communication with any Governmental Entity and, to the extent permitted by law or such applicable Governmental Entity, providing parties hereto will provide each other the opportunity to participate in such meetings and other substantive conversationsconversations with any such Governmental Entities. Each of the Parent and Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.4 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to any additional confidentiality or joint defense agreement the parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 6.4, materials provided to the other party or its outside counsel may be redacted (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) Notwithstanding anything to the contrary in this Agreement, none the Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective Subsidiaries, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Parent, the Purchaser Surviving Corporation or their respective Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any Restrictive Order, which would have the effect of preventing or delaying the Acceptance Time beyond the Outside Date; provided that none of Parent or any of their its Subsidiaries is obligated to take any action contemplated by this Section 6.4(d) unless such action is expressly conditioned upon the Closing. For the avoidance of doubt, the Parent shall be required to, take any and all actions necessary in order to ensure the consummation of the Offer and the Company may notMerger as soon as reasonably practicable and before the Outside Date, without including that (i) all suspensory waiting periods under the Xxxx-Xxxxx-Xxxxxx Act or any other applicable Antitrust Laws are promptly obtained, (ii) any consent or approval of any other Governmental Entity is promptly obtained, (iii) the Parent shall oppose any order, executive order, stay, decree, judgment or injunction or to have such order, executive order, stay, decree, judgment or injunction vacated or made inapplicable to the Offer and the Merger and (iv) no other review or investigation under any Antitrust Law that would preclude consummation of the Offer or the Merger by the Outside Date is outstanding. Each of the Parent and the Purchaser further agrees not to extend, stay or toll any waiting period or withdraw and refile the notification under the Xxxx-Xxxxx-Xxxxxx Act or enter into any agreement with any Governmental Entity to delay, or otherwise not consummate as soon as practicable, the Offer or the Merger, except with the prior written consent of the Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, that if requested by the Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occurs.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) and Section 6.4(d6.6(b), the Company and the Parent shall each use (and shall cause each of its respective Subsidiaries to use) its reasonable best efforts to: to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective effective, and satisfy all conditions to, the transactions contemplated hereby as promptly as practicable; , (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Parent or any of their respective Subsidiaries, or to avoid any action or order by any Governmental Entity, Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger; (iii) as promptly as practicablepracticable (and, in the case of the Pre-Merger Notification and Report Form filed pursuant to the HSR Act, within 15 business days after the date hereof), make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws Act and any related governmental request thereunder thereunder, and (C) any other applicable law; law and (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and (v) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent shall cooperate with each other in connection with the making of all such filings and submissions contemplated by (including, in the foregoing clause (iii)case of filings, including by providing copies of all such documents documentation to the non-filing Person party and its advisors prior to filing and, if requested, accepting and considering all reasonable additions, deletions or changes suggested in connection therewith. The Company ), and the Parent shall use their respective reasonable best efforts to furnish to each other all information that may be reasonably required for any application or other filing to effectuate the taking of such actions (including all information required to be made pursuant to any applicable law included in the Proxy Statement) in connection with the Merger and the other transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent and the Company agree that nothing contained in this Section 6.4(a6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.4(c6.6(b). (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including Section 6.4(d), the Parent and the Company willagree, and shall cause each of their respective Subsidiaries toSubsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any applicable other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), and to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust LawsLaw, and to cause contest and resist any waiting periods under action, including any applicable Antitrust Laws legislative, administrative or judicial action, and to expire have vacated, lifted, reversed or be terminated. Each party hereto shall (i) give the other parties prompt notice of overturned any requestdecree, inquiryjudgment, objection, charge injunction or other Actionorder (whether temporary, actual preliminary or threatenedpermanent) that restricts, by prevents or before any Governmental Entity with respect to prohibits the Offer, consummation of the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such matters. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection withwith any filings, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. The Parent, in consultation with the OfferCompany, shall take the Merger lead in communicating with any Governmental Entity and developing and executing strategy for responding to any investigation or other inquiry by any Governmental Entity under the HSR Act or other applicable Antitrust Law. Notwithstanding the foregoing sentence, except as prohibited by Applicable Law, each of the Parent and the Company shall keep the other party and/or its counsel informed of any substantive communication received by such party from, or given by such party to any Governmental Entity, in each case regarding any of the transactions contemplated hereby; and permit the other party and/or its counsel to review any substantive communication given by this Agreement. Such cooperation shall include consulting it to, and consult with each other in advance of any meeting or substantive communication conference with any such Governmental Entity andEntity, and (to the extent permitted by law or such applicable Governmental Entity, providing each ) give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything in this Agreement to the contrary, neither the Parent nor any of its Affiliates shall be under any obligation to take any action that would be likely to adversely affect the business of the Company and its Subsidiary, taken as a whole, or of the Parent or any of its Affiliates. (c) The Company shall confer with the Parent as reasonably requested by the Parent concerning operational matters (to the extent permitted by applicable Law) and promptly advise the Parent orally and in writing of any change or event having, or which, insofar as reasonably can be foreseen, could have, individually or in the aggregate, a Company Material Adverse Effect. Each party shall promptly provide to the other substantive conversations(or its counsel) copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. (d) Notwithstanding anything to Neither the contrary in this AgreementCompany nor any of its Affiliates shall make any settlement offers or, none of except as directed by the Parent, negotiate any consent decree or consent order with any Governmental Entity relating to the Purchaser Merger or any of their Subsidiaries the other transactions contemplated by this Agreement. The Parent alone shall be required toresponsible for making any settlement offers and negotiating any consent decree or consent order with any Governmental Entity relating to the Merger and the other transactions contemplated by this Agreement. Parent shall promptly communicate to the Company if any Governmental Entity suggests or proffers any settlement, consent decree or consent order, including the material terms thereof (and any written documentation provided by such Governmental Entity reflecting the same). The Parent may accept or reject any settlement, consent decree or consent order proposed by any Governmental Entity in its sole discretion which would be likely to adversely affect the business of the Company and its Subsidiary, taken as a whole, or of the Parent or any of its Affiliates. (e) Without limiting the generality of Section 6.2(a), if any “fair price” or “control share acquisition” or “anti-takeover” statute, or other similar statute or regulation or any state “blue sky” statute shall become applicable to the Merger or any of the other transactions contemplated by this Agreement or by the Company Shareholder Agreement, the Company and the Company Board shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may notbe consummated as promptly as practicable on the terms contemplated hereby and thereby, without and otherwise act to minimize the prior written consent effects of such statute or regulation on the transactions contemplated hereby or thereby. (f) Each of the ParentCompany and the Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, become subject toand use, consent toand cause their respective Subsidiaries to use, their reasonable best efforts to obtain any third party consents related to or offer or agree to, or otherwise take any action required in connection with respect to, any requirement, condition, limitation, understanding, agreement or order to the Merger that are (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of necessary to consummate the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiariestransactions contemplated hereby, (ii) conduct, restrict, operate, invest disclosed or otherwise change required to be disclosed in the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries in any manner Company Disclosure Schedule or (iii) impose any restriction, requirement required to prevent the occurrence of an event that may have a Company Material Adverse Effect prior to or limitation on after the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective SubsidiariesEffective Time; provided, however, that if requested by nothing in this Agreement will require the Company or its Subsidiary to make any material payments to any third parties or make any other material changes to the Company or its Subsidiary’s arrangements or obligations in order for the Company to obtain such third party consents. Any such payment or change shall require the Parent’s written consent and shall be conditioned on the consummation of the Merger, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, and any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on payments shall be deemed to reduce the Company in the event the Closing occursTarget Cash Amount.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(bSections 7.3(b), Section 6.4(c7.3(c) and Section 6.4(d7.3(d), the Company and the Parent Buyer shall each use (and shall cause each of its respective Subsidiaries commercially reasonable efforts to use) its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the Merger and the other transactions contemplated hereby as promptly as practicable; (ii) as promptly as reasonably practicable, but in any event before the Outside Date (as defined in Section 9.1(b)), including to: (i) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Parent Buyer or any of their respective Subsidiaries, or to avoid any action or order by any Governmental Entity, Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, hereby (including the Offer and the Merger; FCC Order), (iiiii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Communications Act (as more fully described in Section 7.3(c)), (B) the HSR Act and any related governmental request thereunder (as more fully described in Section 7.3(b)), (C) the Securities Act and the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws and any related governmental request thereunder and (CD) any other applicable law; law (domestic or foreign), (iii) use commercially reasonable efforts in the defense of any threatened or pending lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) execute or deliver any additional instruments necessary to fulfill all conditions applicable to the parties pursuant to this Agreement and otherwise consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Buyer shall cooperate with each other in connection with the making of all such filings, including, if practicable and subject to the last sentence of Section 7.3(b), providing copies of all such documents to the non-filing party and its advisors prior to filing and considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. The Company and the Buyer shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, the Buyer and the Company agree that nothing contained in this Section 7.3(a) shall modify or affect the terms of Section 7.3(b), Section 7.3(c) or Section 7.3(d). (b) Subject to the terms hereof, including Sections 7.3(c) and 7.3(d), the Buyer and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"), -------------- to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive an "Antitrust Order”") which has that restricts, prevents or prohibits the effect of prohibiting --------------- consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the any other transactions contemplated by this Agreement; and (v) execute or deliver Agreement under any additional instruments necessary to consummate the transactions contemplated byAntitrust Law. Buyer, and to fully carry out the purposes of, this Agreement. The Company and the Parent shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause (iii), including by providing copies of all such documents to the non-filing Person and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the Parent shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent Acquisition Subsidiary and the Company agree that nothing contained in this Section 6.4(a) shall modify or affect their respective rights and responsibilities under Section 6.4(c). (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including Section 6.4(d), the Parent and the Company will, and shall cause each of their respective Subsidiaries to, cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for Closing under any applicable Antitrust Laws, to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust Laws, and to cause any waiting periods under any applicable Antitrust Laws to expire or be terminated. Each party hereto shall (i) give the other parties prompt notice of any request, inquiry, objection, charge or other Action, actual or threatened, by or before any Governmental Entity with respect to the Offer, the Merger or any of the transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such matters. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, 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 any Antitrust Law. In furtherance and not in limitation of the Offerforegoing, each of the Buyer and the Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (and to make such other filings as are required under the Antitrust Laws) with respect to the Merger as promptly as reasonably practicable (but not later than 15 business days) after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act (or any pursuant to other Antitrust Laws). Each of the transactions contemplated by Buyer, Acquisition Subsidiary and the Company will cooperate with counsel for the other as to, and will confer with such counsel, any litigation referred to in this AgreementSection 7.3(b) and in Section 7.3(a)(iii). Such cooperation shall include consulting with each Each of the Buyer, Acquisition Subsidiary and the Company will (x) promptly notify the other in advance party of any meeting or substantive written communication with to that party from any Governmental Entity located in the U.S. and, to the extent practicable, outside of the U.S., in each case, concerning this Agreement or the Merger, and, subject to applicable law, if practicable, permit the other party to review in advance any proposed written communication to any such Governmental Entity and consider in good faith the other party's reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Merger unless, to the extent reasonably practicable, it (1) consults with the other party in advance and (2) to the extent permitted by law or such applicable Governmental Entity, providing each gives the other party the opportunity to participate attend and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the Merger. Notwithstanding anything in such meetings this Agreement to the contrary, Buyer shall in all cases have the right in its sole discretion to withhold, redact, and/or deliver to the Company's counsel on an outside counsel only basis any materials concerning the Buyer's valuation of the Company, the Company's valuation of the transaction or internal or otherwise commercially sensitive financial or business information of the Buyer and other substantive conversationsits Affiliates. (dc) Notwithstanding Subject to the terms hereof, including Section 7.3(d), the Buyer and the Acquisition Subsidiary shall each use its commercially reasonable efforts to take, or cause to be taken, all actions and to do or satisfy, or cause to be done or satisfied, all things and conditions necessary, proper or advisable to avoid or eliminate impediments to, and to obtain, the FCC Order, including as set forth in Section 7.3(d), and to satisfy, all conditions and take all actions required thereby, in each case so as to come into compliance with FCC requirements and consummate the Merger as promptly as practicable. The parties hereto hereby acknowledge their mutual understanding and agreement that the Buyer intends to file a request for a temporary waiver of the FCC's ownership rules (the "FCC Waiver Request") with respect to the Los Angeles, ------------------ California market, and the Company agrees to assist and cooperate with the Buyer with respect to the FCC Waiver Request, to the extent required by Section 7.3(a) or reasonably requested by the Buyer. The Company shall also use commercially reasonable efforts, but shall not be required to take any action that would be effective prior to the Effective Time. As promptly as commercially practicable, following the date of this Agreement (but in any event not later than 15 business days after the date hereof), the Company, the Buyer and the Acquisition Subsidiary shall prepare and file with the FCC all necessary applications for approval of the Merger and the other transactions contemplated hereby, including an application on FCC Form 315 and the FCC Waiver Request. (A) if the FCC Order is conditioned upon the divestiture, sale or transfer of a television station in Los Angeles, California, the Buyer hereby agrees that it shall make such divestiture in accordance with such FCC Order; and (B) if, following the date hereof, Buyer or any of its Affiliates engages in an acquisition or other transaction (including entering into an agreement providing for such acquisition or other transaction) which gives rise or will give rise to an "attributable interest" (as that term is commonly understood under FCC rules and policies) on the part of Buyer and/or its Affiliates and which would or would reasonably be expected to result in a violation by Buyer of the FCC's ownership rules upon consummation of the Merger or other such transaction, Buyer shall take and cause its Affiliates to take such actions as are necessary to eliminate or otherwise remedy or address such violation to the extent necessary to obtain the FCC Order as promptly as reasonably practicable and in any event no later than the Outside Date; provided, further, that, notwithstanding anything to the contrary in this Agreement, none of the Parentcontained -------- ------- herein, the Purchaser or any of their Subsidiaries Buyer shall in no event be required toto divest, and the Company may nottransfer, without the prior written consent sell or otherwise dispose of the Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with in respect toof station KNBC - Los Angeles, any requirement, condition, limitation, understanding, agreement or order to CA. (ie) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business Each of the Company, Company and the Surviving Corporation, the Parent, the Purchaser Buyer shall give (or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents related to or required in any manner connection with the Merger that are (A) necessary to consummate the transactions contemplated hereby, (B) disclosed or required to be disclosed in the Company Disclosure Schedule or the Buyer Disclosure Schedule, as the case may be, or (iiiC) impose any restriction, requirement required to prevent a Company Material Adverse Effect or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, that if requested by the Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occursa Buyer Material Adverse Effect from occurring.

Legal Conditions to the Merger. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) 6.1 and Section 6.4(d6.6(b), the Company and the Parent Buyer shall each use (and shall cause each of its their respective Subsidiaries to use) its reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained or made by the Company or the Parent Buyer or any of their respective Subsidiaries, or to avoid any action or order by any Governmental Entity, Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer Agreement and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws Act and any related governmental request thereunder thereunder, and (C) any other applicable law; (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement; and (viv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The Company and the Parent Buyer shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clause (iii)filings, including by providing copies of all such documents to the non-filing Person party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company and the Parent Buyer shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. The Company and the Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only Material,” and may redact the materials as necessary (A) to remove references concerning the valuation of the Company, (B) to comply with contractual arrangements and (C) to address reasonable attorney-client or other privilege or confidentiality concerns. For the avoidance of doubt, the Parent Buyer and the Company agree that nothing contained in this Section 6.4(a6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.4(c6.6(b). (b) Without limiting the generality of anything contained in this Section 6.4, each of the Parent and the Company shall (i) as soon as reasonably practicable and in any event within ten (10) Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (including seeking early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement and (ii) as promptly as reasonably practicable following the date of this Agreement, make appropriate initial filings, if any, pursuant to any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each party hereto shall bear its own expenses in connection with any filings and actions contemplated pursuant to this Section 6.4. None of the Parent, the Purchaser or the Company shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of the other parties. (c) Subject to the terms hereof, including Section 6.4(d), the Parent Buyer and the Company willagree, and shall cause each of their respective Subsidiaries toSubsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances or approvals required for Closing under the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any applicable other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to respond as promptly as reasonably practicable to any government requests for information under any applicable Antitrust LawsLaw, and to cause contest and resist any waiting periods under action, including any applicable Antitrust Laws legislative, administrative or judicial action, and to expire have vacated, lifted, reversed or be terminated. Each party hereto shall (i) give the other parties prompt notice of overturned any requestdecree, inquiryjudgment, objection, charge injunction or other Actionorder (whether temporary, actual preliminary or threatenedpermanent) (an “Antitrust Order”) that restricts, by prevents or before any Governmental Entity with respect to prohibits the Offer, consummation of the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties informed as to the status of Agreement under any such request, inquiry, objection, charge or other Action, (iii) promptly inform the other parties of any communication to or from any Governmental Entity regarding the Offer or the Merger and (iv) permit the other parties to review in advance, and consider in good faith any comments made by the other parties in relation to, any proposed substantive communication by such party to any Governmental Entity relating to such mattersAntitrust Law. The parties hereto will (A) use their reasonable best efforts to resolve any such request, inquiry, objection, charge or other action so as to permit consummation of the transactions contemplated by this Agreement, and (B) consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the Offerproceedings under or relating to any Antitrust Law. (c) The Company shall give (or shall cause its Subsidiaries to give) any notices to third parties, and use, and cause its Subsidiaries to use, its reasonable best efforts to obtain any third party consents required in connection with the Merger or any of that are (i) necessary to consummate the transactions contemplated by this Agreement. Such cooperation shall include consulting with each other hereby (including any notices and consents) or (ii) disclosed or required to be disclosed in advance of any meeting or substantive communication with any Governmental Entity and, to the extent permitted by law or such applicable Governmental Entity, providing each other the opportunity to participate in such meetings and other substantive conversations. (d) Notwithstanding anything to the contrary in this Agreement, none of the Parent, the Purchaser or any of their Subsidiaries shall be required to, and the Company may notDisclosure Schedule, it being understood that the Company shall not make any payment or incur any liability in connection with the fulfillment of its obligations under this Section 6.6 without the prior written consent of the ParentBuyer (such consent not to be unreasonably withheld, become subject to, consent to, conditioned or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, the Parent, the Purchaser or any of their respective Subsidiaries; provided, that if requested by the Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occursdelayed).