Common use of Merger Notification Clause in Contracts

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, and will cause any of their respective Affiliates that may be required under applicable Law to do so to make, all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictions. Each of Parent and the Company will cause all documents that it is responsible for filing with any Governmental Authority under this Section 4.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so comply. (b) The Company and Parent each will use commercially reasonable efforts to promptly (i) supply each other with any information which reasonably may be required in order to effectuate such filings and (ii) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Law, each party will consult with the other party prior to taking a substantive position with respect to any such filing, will permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority and promptly provide the other party (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will have principal control over the strategy for interacting with such Governmental Authorities in connection with the matters contained in this Section 4.8 after consultation with the Company. (c) Each of Parent and the Company will notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, applicable Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.8, each party will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable shareholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictions. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 6.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so comply. (b) The Company and Parent (and/or any applicable shareholder of the Company) each will use commercially reasonable efforts to shall promptly (i) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 6.8(a), and (ii) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Law, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company6.8. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto hereto, and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.86.8(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable stockholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) and such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under U.S. or recommended by the merger notification foreign Laws applicable to mergers or control laws or regulations of any other applicable jurisdictionsacquisitions involving foreign parties. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 6.5 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so comply. (b) The Company and Parent (and/or any applicable stockholder of the Company) each will use commercially reasonable efforts to shall promptly (i) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Sections 6.5(a) and (ii6.5(b) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Law, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent’s counsel (and its counselon a confidential, outside counsel only basis) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby. Except where prohibited by applicable Law, provided that access the Parent shall consult with Company prior to taking a position with respect to any such filingfilings, shall permit Company to review and discuss in advance, and consider in good faith the views of Company in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with Company in preparing and providing such information or documentation willand promptly provide Company’s counsel (on a confidential, at such providing party’s request, be restricted to such other party’s outside counsel only basis) copies of all filings, presentations and economists or advisors retained submissions (and a summary of oral presentations) made by such counselthe Parent with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company6.5. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.86.5(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Stockholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) any filings required under U.S. or recommended by the merger notification or control foreign laws or regulations of any other applicable jurisdictionsto mergers or acquisitions involving foreign parties. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 4.9 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (b) The Company and Parent (and/or any applicable Stockholder of the Company) each will use commercially reasonable efforts to shall promptly (ia) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 4.9(a) and (iib) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company4.9. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.84.9(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Stockholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) any filings which the parties agree are required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictions. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 5.9 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (b) The Company and Parent (and/or any applicable Stockholder of the Company) each will use commercially reasonable efforts to shall promptly (ia) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 5.9(a) and (iib) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the parties shall consult with the each other party prior to taking a substantive position with respect to any such filingfilings, will shall permit the each other party to review and discuss in advance, and consider in good faith the views of the each other party in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the each other party in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the each other party (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company other with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after 5.9 in consultation with the Company. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.85.9(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, and will cause any of their respective Affiliates that may be required under applicable Law to do so to make, shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictionsTransactions. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority under this Section ‎Section 4.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so comply. (b) The Company and Parent each will shall use commercially reasonable efforts to promptly (i) supply each other with any information which reasonably may be required in order to effectuate such filings and (ii) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Law, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filing, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated herebyTransactions, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counselTransactions. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities in connection with the matters contained in this Section 4.8 after consultation with the Company‎Section 4.8. (c) Each of Parent and the Company will party hereto shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section ‎Section 4.8, each party will promptly inform the other parties hereto of such occurrence and the parties Company will cooperate with each other Parent in filing with the applicable Governmental Authority such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding Notwithstanding anything to the contrary contained in this Agreementherein, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will shall not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the ClosingAction of Divestiture. Nothing in this Agreement will herein shall require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable shareholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with , without limitation the FTC and DOJ as required by the HSR Act and (ii) filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictionsjurisdiction identified in Section 6.8(a) of the Disclosure Schedule. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 6.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so comply. (b) The Company and Parent (and/or any applicable shareholder of the Company) each will use commercially reasonable efforts to shall promptly (i) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 6.8(a), and (ii) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Law, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company6.8. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto hereto, and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.86.8(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as reasonably determined by Parent, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Shareholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) any filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictions. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 5.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (b) The Company and Parent (and/or any applicable Shareholder of the Company) each will use commercially reasonable efforts to shall promptly (i) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 5.8(a) and (ii) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the Company and Parent shall consult with the each other party prior to taking a substantive position with respect to any such filingfilings, will shall permit the each other party to review and discuss in advance, and consider in good faith the views of the other party in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the each other party in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide each other (or the counsel of the other party (and its counselparty) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company5.8. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.85.8(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Shareholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC Federal Trade Commission (“FTC”) and DOJ the U.S. Department of Justice (“DOJ”) as required by the HSR Act and (ii) filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictionsjurisdictions identified in Section 5.8 of the Disclosure Schedule. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 5.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (b) The Company and Parent (and/or any applicable Shareholder of the Company) each will use commercially reasonable efforts to shall promptly (ia) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 5.8(a) and (iib) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the Company or the Parent, as applicable, shall consult with the other party prior to taking a substantive position with respect to any such filingfilings, will shall permit the such other party to review and discuss in advance, and consider in good faith the views of the such other party in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the such other party in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the such other party (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company or the Parent, as the case may be, with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company5.8. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.85.8(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Stockholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) any filings required under U.S. or recommended by the merger notification or control foreign laws or regulations of any other applicable jurisdictionsto mergers or acquisitions involving foreign parties. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 4.9 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (ba) The Company and Parent (and/or any applicable Stockholder of the Company) each will use commercially reasonable efforts to shall promptly (ia) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by this Agreement and (iib) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company4.9. (cb) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.8Agreement, each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Stockholder of their respective Affiliates that may be required under applicable Law the Company) shall each use its commercially reasonable efforts to do so make (and assist and cooperate with the other to make, ) all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictionsjurisdictions identified in Section 6.8 of the Disclosure Schedule. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 6.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (b) The Company and Parent (and/or any applicable Stockholder) each will shall use commercially reasonable efforts to promptly (i) supply each other the others with any information which that reasonably may be required in order to effectuate such filings and (ii) supply any additional information which that reasonably may be required by the competition or merger control authorities of any other jurisdiction and which that the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will Parent and the Company shall, to the extent reasonably practicable, consult with the other party prior to taking a substantive position with respect to any such filing, will shall permit the other party party, to the extent reasonably practicable, to review and discuss in advance, and consider in good faith faith, the views of the other such party in connection with any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with each other, to the other party extent reasonably practicable, in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company such party with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company6.8. (c) Each of Parent and the Company will party hereto shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.86.8(a), each party will promptly inform the other parties hereto of such occurrence occurrence, and the parties Company and Parent will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Stockholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) any filings required under U.S. or recommended by the merger notification or control foreign laws or regulations of any other applicable jurisdictionsto mergers or acquisitions involving foreign parties. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 4.9 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (ba) The Company and Parent (and/or any applicable Stockholder of the Company) each will use commercially reasonable efforts to shall promptly (ia) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 0 and (iib) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company4.9. (cb) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.80, each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Stockholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictionsjurisdictions identified in Section 5.8 of the Disclosure Schedule. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 5.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (b) The Company and Parent (and/or any applicable Stockholder of the Company) each will use commercially reasonable efforts to shall promptly (i) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 5.8(a) and (ii) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company5.8. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.85.8(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any of their respective Affiliates that may be required under applicable Law to do so to make, Security Holder) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC United States Federal Trade Commission (“FTC”) and DOJ the Antitrust Division of the United States Department of Justice (“DOJ”) as required by the HSR Act and (ii) any filings which the parties agree are required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictions. Each of Parent and the Company will shall cause all documents that it (or in the case of the Company, that it or any applicable Security Holder) is responsible for filing with any Governmental Authority Entity under this Section 4.8 6.9 to comply in all material respects with applicable Law. The cost of any filings required by the HSR Act shall be born by Parent and the cost of obtaining necessary consents for assignment of any Contract, and will cause to which the documents filed Company or any Subsidiary is a party or by their Affiliates to so complywhich any assets of the Company or any Subsidiary are bound, shall be a Company Third Party Expense. (b) The Company and Parent (and/or any applicable Security Holder) each will use commercially reasonable efforts to shall promptly (ia) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 6.9(a) and (iib) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Law, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company or any Security Holder with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company6.9. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.86.9(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Stockholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger Mergers and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) any filings required under U.S. or recommended by the merger notification or control foreign laws or regulations of any other applicable jurisdictionsto mergers or acquisitions involving foreign parties. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 5.9 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (b) The Company and Parent (and/or any applicable Stockholder of the Company) each will use commercially reasonable efforts to shall promptly (ia) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 5.9(a) and (iib) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company5.9. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.85.9(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Stockholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger Mergers and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) any filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictions. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 5.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (b) The Company and Parent (and/or any applicable Stockholder of the Company) each will use commercially reasonable efforts to shall promptly (ia) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 5.8(a) and (iib) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company5.8. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.85.8(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.

Merger Notification. (a) To the extent applicable, as soon as may be reasonably practicable, the Company and Parent will make, (and will cause any applicable Shareholder of their respective Affiliates that may be required under applicable Law to do so to make, the Company) shall make all filings, notices, petitions, statements, registrations and submissions of information, application or submission of other documents required by any Governmental Authority Entity in connection with the Merger and the transactions contemplated hereby, including: (i) Notification and Report Forms with the FTC and DOJ as required by the HSR Act and (ii) filings required or recommended by the merger notification or control laws or regulations of any other applicable jurisdictionsjurisdictions identified in Section 5.8 of the Disclosure Schedule. Each of Parent and the Company will shall cause all documents that it is responsible for filing with any Governmental Authority Entity under this Section 4.8 5.8 to comply in all material respects with applicable Law, and will cause the documents filed by their Affiliates to so complylaw. (b) The Company and Parent (and/or any applicable Shareholder of the Company) each will use commercially reasonable efforts to shall promptly (i) supply each other the others with any information which reasonably may be required in order to effectuate such the filings contemplated by Section 5.8(a) and (ii) supply any additional information which reasonably may be required by the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate. Except where prohibited by applicable Lawlaw, each party will the Company shall consult with the other party Parent prior to taking a substantive position with respect to any such filingfilings, will shall permit the other party Parent to review and discuss in advance, and consider in good faith the views of the other party Parent in connection with with, any substantive analyses, appearances, presentations, memoranda, briefs, white papers, other materials, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Authority Entity in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, coordinate with the other party Parent in preparing and providing such information, permit the other party (and its counsel) to attend any meetings with any Governmental Authority information and promptly provide the other party Parent (and its counsel) copies of all filings, presentations and submissions (and a summary of oral presentations) made by the Company with any Governmental Authority Entity in connection with this Agreement and the transactions contemplated hereby, provided that access to any such filing, information or documentation will, at such providing party’s request, be restricted to such other party’s outside counsel and economists or advisors retained by such counsel. Where applicable, Parent will shall have principal control over the strategy for interacting with such Governmental Authorities Entities in connection with the matters contained in this Section 4.8 after consultation with the Company5.8. (c) Each of Parent and the Company will shall notify the other promptly upon the receipt of (i) any comments from any officials of any Governmental Authority Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Authority Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects materials respect with, applicable Lawlaw. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to this Section 4.85.8(a), each party Parent or the Company, as the case may be, will promptly inform the other parties hereto of such occurrence and the parties will cooperate with each other in filing with the applicable Governmental Authority Entity such amendment or supplement. (d) If an Order preventing the consummation of any of the Transactions will have been issued by a court of competent jurisdiction, each party hereto will use its commercially reasonable efforts to have such Order lifted; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent will not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, including the businesses of the Company and its Subsidiaries, or (z) the imposition of any impediment on Parent, its Subsidiaries or Affiliates or the Company or its Subsidiaries under any Law or Order governing competition, monopolies or restrictive trade practices and provided, further, that notwithstanding anything to the contrary contained in this Agreement, the Company will not be required to agree to any restrictions or dispositions with respect to their business to the extent such restrictions or dispositions are required to occur prior to the Closing. Nothing in this Agreement will require Parent to litigate with any Governmental Authority.