Common use of Reasonable Best Efforts; Notification Clause in Contracts

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Entity, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner reasonably practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated hereby, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, including under applicable Liquor Laws and SOB Laws, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the Merger required under the HSR Act and any related governmental request thereunder and under any other applicable Law, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Merger or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the The Company and Parent shall duly file, (acting through or in consultation and cooperation with the other parties heretoSpecial Committee), with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party Purchaser and each Executive shall cooperate with each other in connection with the other party making of all such filings, including providing copies of all such documents to the extent necessary non-filing party and its advisors prior to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act filing and, if requested, to promptly amend accept all reasonable additions, deletions or changes suggested in connection therewith. The Company (acting through or in cooperation with the Special Committee), Parent, Purchaser and the Executives shall use their respective reasonable best efforts to furnish additional to each other all information with respect required for any application or other filing to be made pursuant to the HSR Filing rules and regulations of any other mandatory applicable Law (including all information required to be included in the Proxy Statement and the Schedule 13E-3) in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require any party to agree to any substantial limitation on its operations or appropriate Consentsto dispose of any significant asset or collection of assets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, Agreement each of the parties shall use its their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation MergerOffer, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities Entities, including, without limitation, the execution of any documents required to be filed in accordance with the New Jersey Industrial Site Recovery Act, and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent any necessary approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, including under the HSR Act, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(A) take all commercially reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, in consultation and cooperation with (B) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any other Transaction Agreement, take all commercially reasonable action necessary to ensure that the Offer, the Merger and the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date terms contemplated by the Transaction Agreements and otherwise to minimize the effect of this Agreement. The Company such statute or regulation on the Offer, the Merger and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsTransactions.

Reasonable Best Efforts; Notification. (a) Upon Subject to the terms and subject conditions herein provided, Seller, Parent and Buyer shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the conditions set forth Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, each and the consummation of the transactions contemplated hereby, including without limitation any required filings and consents under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations; (ii) use all reasonable best efforts (other than the payment of money) to obtain in writing any consents required from third parties shall to effectuate the Merger and avoid defaults or acceleration of the rights of third parties under contracts with Seller or Seller Subsidiaries as a result of the consummation of the Merger, such consents to be in form reasonably satisfactory to Seller and Buyer; and (iii) use its all reasonable best efforts to take, or cause to be taken, all actions, other action and to do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things necessary, proper or advisable appropriate to consummate and make effective, as promptly as practicable, effective the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Entity, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered transactions contemplated by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoingfurtherance thereof, the Company and Parent shall duly file, Seller agrees to vote in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division favor of the Department transactions contemplated by the Partnership Merger Agreement in its capacity as a limited partner of Justice the notification Seller Partnership, and report form (to cause the “HSR Filing”) required under Seller General Partner to so vote in its capacity as a general partner of the HSR Act with respect to the Transactions as promptly as practicable Seller Partnership. If at any time after the date Effective Time any further action is necessary or desirable to carry out the purpose of this Agreement. The , Parent and the Surviving Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, take all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent such necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsaction.

Reasonable Best Efforts; Notification. (a) Upon Subject to the terms and subject conditions herein provided, Seller, Parent and Buyer shall: (i) use all reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the conditions Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities of the United States, the several states and foreign jurisdictions and any third parties in connection with the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including without limitation any required filings and consents under the HSR Act, and (B) timely making all such filings and timely seeking all such consents, approvals, permits and authorizations (the parties acknowledge that all consents under each of the Seller Franchise Agreements shall comply with the provisions of Section 5.3(a) of the Buyer Disclosure Letter unless otherwise mutually agreed by Seller and Parent); (ii) use all reasonable best efforts to obtain, in writing, the consents listed in Section 5.3(a)(1) of the Seller Disclosure Letter (the "Lender Consents") in the manner set forth in this AgreementSection 5.3(c) and the consents listed in Section 5.3(a)(3) of the Seller Disclosure Letter (the "Ground Lessor Consents"), each of and the parties shall use its all reasonable best efforts to cause Lessee to obtain, in writing, the consents listed in Section 5.3(a)(2) of the Seller Disclosure Letter (the "Franchise Consents") in the manner set forth in Section 5.3(d) (such Lender Consents, Ground Lessor Consents and Franchise Consents referred to herein collectively as the "Required Consents") in form reasonably satisfactory to Seller and Buyer, provided however, that, without the prior written consent of Parent, neither Seller, the Seller Partnership nor any other Seller Subsidiary shall pay any cash or other consideration, make any commitments or incur any liability or other obligation except (x) in the case of obtaining Lender Consents and consents under the Seller Franchise Agreements, as set forth in clause (y) below and Sections 5.3(c) and 5.3(d), (y) in the case of obtaining Ground Lessor Consents and Lender Consents, in an aggregate amount of $1,500,000 or less for the payment of all Ground Lessor Amounts and Prepayment Amounts (provided that such amount may exceed $1,500,000 if the aggregate cash consideration payable to holders of Seller Common Shares in the Merger and Seller Partnership Units in the Partnership Merger is reduced by the aggregate amount of such excess, and the Merger Consideration and Partnership Merger Consideration per share or unit, as the case may be, is reduced accordingly) and (z) for all other consents required to effect the Transactions, in an aggregate amount of $100,000 or less (provided that such amount may exceed $100,000 if the aggregate cash consideration payable to holders of Seller Common Shares in the Merger and Seller Partnership Units in the Partnership Merger is reduced by the aggregate amount of such excess, and the Merger Consideration and Partnership Merger Consideration per share or unit, as the case may be, is reduced accordingly); and (iii) use all reasonable best efforts to take, or cause to be taken, all actions, other action and to do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things necessary, proper or advisable appropriate to consummate and make effectiveeffective the transactions contemplated by this Agreement, as promptly as practicablesubject in the case of Seller to the exercise by the Seller Board or Special Committee prior to the Outside Date of its duties under applicable law; provided however, the Reincorporation Merger, the Share Exchange and the that nothing in this Section 5.3 shall require Parent or Buyer to pay or commit to pay any money or other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, consideration or to avoid an Action by, incur any Governmental Entity, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits liability or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and obligation (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.except

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Offer and the Merger, the Share Exchange and the other Transactionstransactions contemplated by this Agreement, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from any Governmental Entities Authority and the making of all mandatory or appropriate necessary registrations and filings (including filings with any Governmental EntitiesAuthority, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental EntityAuthority, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits Lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement; provided, however, that no loan agreement or contract for borrowed money entered into by the Company or any of its Subsidiaries shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent (which approval shall not be unreasonably withheld). In connection with and without limiting the foregoing, Nothing contained in this Section 8.4 shall prohibit the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect its Subsidiaries from taking any action permitted by Section 8.5 or from terminating this Agreement pursuant to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSection 10.1.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with the foregoing, Parent and the Company agree that Parent shall have primary responsibility for the preparation and filing of all applications, filings or other materials with the PSCW, the ICC, the FCC, the FERC under Section 203 of the Power Act, any other Federal or state regulatory agency or commission, in each case with respect to the Transactions; provided, however, that the Company shall have the right to review and approve in advance drafts of all such applications, filings and other materials, including testimony and responses to discovery requests. In connection with and without limiting the foregoing, Parent, the Company, the Company Board and the Parent Board shall duly file, in consultation (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and cooperation (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Each of Parent and the Company shall file or cause to be filed with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) any notifications required to be filed under the HSR Act Act, and the rules and regulations promulgated thereunder with respect to the Transactions as promptly as practicable after Transactions. Notwithstanding the date of this Agreement. The foregoing, the Company and its Representatives and Parent and its Representatives shall also duly file, not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b) or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents5.03(b).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including, without limitation, those contained in Sections 6.03(b) and (c)), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary Consents or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any stay decree, order or temporary restraining order judgment entered by any court or other Governmental Entity vacated that would restrain, prevent or reversed delay the Closing and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, use their reasonable best efforts to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall duly file(i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in consultation and cooperation connection with the Merger and the other parties heretoTransactions, with (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the Antitrust Division of one hand, and any Governmental Entity or its respective staff, on the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act other hand, with respect to this Agreement and the Transactions as promptly as practicable after the date of this AgreementMerger. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisableshall, to obtain the Competition Act Approval. Each party shall cooperate with extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the extent necessary other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to assist the contrary in this Section 6.03, materials provided to the other party in or its counsel may be redacted to remove references concerning the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination valuation of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing Company and any other mandatory or appropriate Consentsits Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (and without limiting the rights of the Company and the Company Board under Section 5.02), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including using reasonable best efforts to: (i) the taking of all reasonable acts necessary to cause the conditions to the Merger set forth in Article IX VII to be satisfied as soon as reasonably practicableor fulfilled, (ii) the obtaining of obtain all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities Authorities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action by, any Governmental EntityAuthority, (iii) the obtaining of obtain all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iv) the defending of defend any lawsuits or other legal proceedings, whether judicial or administrative, Action challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (v) the execution execute and delivery of deliver any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In Agreement or the Ancillary Agreements; provided, that, in connection with any of the foregoing clauses (i) through (iv), Parent and without limiting the foregoing, the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent shall duly fileand its Subsidiaries, in consultation and cooperation with each case in subpart (y), without the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion prior written consent of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or and advisable to consummate and make effectiveeffective the Merger and the other transactions contemplated by this Agreement and the Company Voting Agreement, including using its reasonable best efforts to accomplish the following as promptly as practicable, reasonably practicable following the Reincorporation Merger, the Share Exchange and the other Transactions, including date of this Agreement: (ia) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article IX VI to be satisfied as soon as reasonably practicablesatisfied, (iib) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, approvals, orders and Consents authorizations from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval (including the Company Required Consents and the Parent Required Consents) or waiver from, or, to the extent any approval or waiver cannot be obtained, to avoid the need to obtain an approval (including the Company Required Consents and the Parent Required Consents) or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, Entity and (iiic) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly fileshall, in consultation and cooperation with if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Company Voting Agreement, the Merger or any of the other parties heretotransactions contemplated hereby or thereby, with use its reasonable best efforts to allow the U.S. Federal Trade Commission Merger and the Antitrust Division of other transactions contemplated by this Agreement and the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect Company Voting Agreement to the Transactions be consummated as promptly as practicable after on the date terms contemplated by this Agreement and the Company Voting Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Company Voting Agreement, the Merger and the other transactions contemplated hereby and thereby. The Company Company, Guarantor and Parent shall also duly fileprovide such assistance, or cause information and cooperation to be filedeach other as is reasonably requested in connection with the foregoing and, in consultation connection therewith, shall notify the other person promptly following the receipt of any comments from any Governmental Entity and cooperation of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and shall supply the other person with copies of all correspondence between such person or any of its representatives, on the one hand, and any Governmental Entity, on the other hand. In addition, the Company, Guarantor and Parent shall cooperate to promptly develop a mutually acceptable plan to obtain the Company Required Consents and the Parent Required Consents as expeditiously as reasonably practicable and without undue expense. To the extent that either party or any of its subsidiaries is required to make any registration, declaration or filing with any PUC in connection with obtaining the Company Required Consents or the Parent Required Consents, such party shall use its reasonable best efforts to (i) provide the other party an opportunity to review and comment on such registration, declaration or filing reasonably in advance of making any such registration, declaration or filing, (ii) give reasonable consideration to all comments proposed by the other party and (iii) if applicable, coordinate the submission of such registration, declaration or filing with the other parties heretoparty. Neither the Company nor any of its subsidiaries shall enter into or agree to any terms or conditions in connection with obtaining the Company Required Consents without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed). None of Guarantor, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation Sub or any of their respective subsidiaries shall enter into or agree to any terms or conditions in connection with obtaining the Company, that is advisable, to obtain Parent Required Consents without the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination prior written consent of the waiting period required by the HSR Act and, if requested, to promptly amend Company (which consent shall not be unreasonably withheld or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsdelayed).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation MergerOffer, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation take all action necessary to ensure that the Offer, the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date of terms contemplated by this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable actions or non-actions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory necessary or appropriate advisable registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary or appropriate Consents advisable consents, approvals or waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Documents. In connection with and without limiting the foregoing, Domtar shall (i) take all action necessary to ensure that the Company take-over provisions of the Canadian Securities Legislation and Parent shall duly filethe state takeover statutes or similar statutes or regulations are not and do not become applicable to any Transaction or this Agreement or any other Transaction Document and (ii) if the Canadian Securities Legislation or any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Document, in consultation take all action necessary to ensure that the Arrangement and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date terms contemplated by the Transaction Documents. Each of this Agreement. The Company and Parent the parties hereto shall also duly file, or cause to be filed, in consultation and cooperation with keep the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation reasonably informed of its HSR Filing progress in obtaining any necessary or advisable Consents and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsGovernmental Approvals.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, action or proceeding by any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly fileits board of directors (or any committee thereof) shall, in consultation and cooperation with if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the other parties heretoTransactions, with use their best efforts to ensure that the U.S. Federal Trade Commission Merger and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the other Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of this Agreement. The Company such statute or regulation on the Merger and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, Transactions. Nothing herein shall limit or in the opinion of Parent, following reasonable consultation with affect the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required ’s taking actions specifically permitted by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSection 6.04.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, orders, authorizations and Consents approvals from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission Ashland Parties and the Antitrust Division of the Department of Justice the notification Marathon Parties shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction Agreement, any Ancillary Agreement or any Transaction and report form (the “HSR Filing”ii) required under the HSR Act with respect if any state takeover statute or similar statute or regulation becomes applicable to any Transaction Agreement, any Ancillary Agreement or any Transaction, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required terms contemplated by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsTransaction Agreements.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (and without limiting the rights of the Company and the Company Board under Section 5.02 (No Solicitation by the Company.)), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including using reasonable best efforts to: (i) the taking of all reasonable acts necessary to cause the conditions to the Merger set forth in Article IX VII to be satisfied as soon as reasonably practicableor fulfilled, (ii) the obtaining of obtain all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities Authorities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action by, any Governmental EntityAuthority, (iii) the obtaining of obtain all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iv) the defending of defend any lawsuits or other legal proceedings, whether judicial or administrative, Action challenging this Agreement or any Ancillary Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (v) the execution execute and delivery of deliver any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In Agreement or the Ancillary Agreements; provided, that, in connection with any of the foregoing clauses (i) through (iv), Parent and without limiting the foregoing, the Company (x) shall not be obligated to and (y) shall not agree to (A) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payment) or concede anything of monetary or economic value or (B) amend, supplement or modify any contract in any manner that would be adverse to the interest of the Company or, after the Merger, Parent shall duly fileand its Subsidiaries, in consultation and cooperation with each case in subpart (y), without the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion prior written consent of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions non-actions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action a Proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that this Section 6.03 shall not be deemed to (x) expand the obligation of any party with respect to any matter that is otherwise expressly provided for in this Agreement, or (y) require any party to waive any right or condition to any of such party’s obligations hereunder. In connection with and without limiting the foregoing, the Company and Parent the Company Board (i) shall duly filetake all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) shall, in consultation if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all actions necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date of terms contemplated by this AgreementAgreement or otherwise act to render such state takeover statute or similar statute or regulation inapplicable to the foregoing. The Notwithstanding the foregoing, the Company and Parent its Representatives shall also duly file, or cause to not be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion prohibited under this Section 6.03 from taking any action permitted by Section 5.03 (Solicitation; Company Change of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsRecommendation).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are necessary, proper or advisable to consummate and make effective, as promptly as practicable, effective the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated by this Agreement and the Stockholders Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article IX VI to be satisfied as soon as reasonably practicablesatisfied, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, approvals, orders and Consents authorizations from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), (iii) and the taking of all reasonable steps as may be necessary to obtain a Consent fromavoid any suit, claim, action, investigation or to avoid proceeding by an Action by, any Governmental Entity, Entity and (iiiiv) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly fileits Board of Directors shall, in consultation and cooperation with if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholders Agreement, the Merger or any of the other parties heretotransactions contemplated hereby or thereby, with use their reasonable best efforts to ensure that the U.S. Federal Trade Commission Merger and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions other transactions contemplated hereby or thereby may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and the other transactions contemplated hereby or thereby. Notwithstanding the foregoing or any other provision of this AgreementAgreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its subsidiaries. The Company and Parent shall also duly filewill provide such assistance, or cause information and cooperation to be filedeach other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in consultation and cooperation with connection therewith, will notify the other parties heretoperson promptly following the receipt of any comments from any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and will supply the other person with copies of all filings and applicationscorrespondence between such person or any of its representatives, on the one hand, and submit all documentation and information that is requiredany Governmental Entity, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with on the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentshand.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Charter Amendment, the Share Exchange Issuance, the CVR Issuance and the other Transactionstransactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article IX herein to be satisfied as soon as reasonably practicablesatisfied, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, approvals, orders and Consents authorizations from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain a Consent fromavoid any suit, claim, action, investigation or to avoid an Action by, proceeding by any Governmental Entity, (iii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents from waivers from, and providing all necessary notices to third parties, (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and and, (v) the execution executing and delivery of delivering any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Subject to the terms and conditions of this Agreement. In connection with and without limiting the foregoing, the Company Company, Parent and Parent Merger Sub shall duly file, in consultation and cooperation with use all reasonable efforts to cause the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect Effective Time to the Transactions occur as promptly soon as practicable after the date Parent Stockholders’ Meeting. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement. The Company , the proper officers and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion directors of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each each party shall cooperate with the other party use their reasonable best efforts to the extent take all such necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsactions.

Reasonable Best Efforts; Notification. (a) Upon Prior to the Offer Closing Time, upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable actions or non-actions, waivers and Consents from Governmental Entities and consents from, the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entitieswith, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action Proceeding by, any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (ivii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viii) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with Each of Parent and without limiting the foregoingCompany shall not, and shall not permit their respective subsidiaries to, enter into any agreement providing for, or consummate, any acquisition of any ownership interest or assets of any Person, the Company and Parent shall duly fileeffect of which would reasonably be expected to impair, in consultation and cooperation with the other parties heretomaterially delay or prevent any required approvals, with the U.S. Federal Trade Commission and the Antitrust Division or expiration or termination of the Department of Justice the notification and report form (the “HSR Filing”) required waiting period, under the HSR Act or any other applicable Antitrust Laws in connection with respect the Transactions. Notwithstanding anything to the Transactions as promptly as practicable after the date of contrary in this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation no event will Parent, Merger Sub, the Company or any Company Subsidiary be required to pay or make or commit to pay or make (and cooperation with without the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion prior written consent of Parent, following reasonable consultation none of the Company or any Company Subsidiary shall pay or make or commit to pay or make), any fee, penalty or other consideration or any other accommodation to any third party to obtain any consent, approval or waiver in connection with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate Transactions under any Contract with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentssuch third party.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, subject to the limitations set forth in Section 6.04(c) and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation take all action necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date of terms contemplated by this Agreement. The Notwithstanding the foregoing, the Company and Parent shall also duly file, or cause to not be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and prohibited under this Section 6.03(a) from taking any other mandatory or appropriate Consents, to request early termination of the waiting period required action permitted by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSection 5.02(b).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties party shall use its reasonable best efforts (A) to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effectiveeffective the Transactions, and (B) to take any and all steps necessary, to eliminate each and every impediment under any Antitrust Law to close the Transactions contemplated hereby prior to the Outside Date (as promptly as practicable, the Reincorporation Merger, the Share Exchange and the other Transactionsit may be extended in accordance with Section 8.01(b)(i)), including (i) the taking satisfaction of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableVII, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable Authorizations and Consents from Governmental Entities and the from, making of all mandatory necessary or appropriate registrations advisable registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain a Consent any Authorizations or Consents from, or to avoid an Action bya Proceeding with, any Governmental EntityEntity or other third party with respect to this Agreement or the Transactions, including the expiration or termination of any applicable waiting period in respect of HSR and other Antitrust Laws, (iii) the furnishing all information required to be furnished in connection with obtaining of all mandatory any Authorizations or appropriate Consents from third parties, (iv) the defending of or making any lawsuits filings with any Governmental Entity or other legal proceedingsthird party, whether judicial and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or administrative, challenging any of their respective Subsidiaries in connection with this Agreement or the consummation of the Transactions, including seeking to have (iv) defending or contesting any stay or temporary restraining order entered Proceedings by any court or other Governmental Entity vacated or reversed third party challenging this Agreement or the consummation of the Transactions and (v) the execution executing and delivery of delivering any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Company Proposal, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, Consents and Consents waivers from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) in the case of the Company, the obtaining of all mandatory necessary Consents or appropriate Consents waivers from third parties, (iviii) in the case of the Company, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation take all action necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of this Agreementsuch statute or regulation on the Merger and the other Transactions. The Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 6.03 from taking any action permitted by Sections 5.02(b) or (d). Parent shall also duly file, or cause and Sub will use reasonable efforts to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation cooperate with the Company, that is advisableat the Company's request, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination performance of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing Company's obligations in clauses (ii) and any other mandatory or appropriate Consents(iii) above.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable to consummate and make effective, as promptly as practicable, effective the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated by this Agreement and the Stockholders Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article IX VII to be satisfied as soon as reasonably practicable, satisfied; (ii) the obtaining of all mandatory or appropriate necessary actions, nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) and the taking of all reasonable steps as may be necessary to obtain a Consent fromavoid any suit, claim, action, investigation or to avoid an Action by, proceeding by any Governmental Entity, ; (iiiiv) the obtaining of all mandatory or appropriate Consents from third parties, ; and (ivv) the defending of any lawsuits suit, claim, action, investigation or other legal proceedingsproceeding, whether judicial or administrative, challenging this Agreement or seeking to restrain or prohibit the consummation of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this AgreementMerger. In connection with and without limiting the foregoing, the Company and Parent shall duly fileits Board of Directors shall, in consultation and cooperation with if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholders Agreement, the Merger or any of the other parties heretotransactions contemplated hereby or thereby, with use their reasonable best efforts to ensure that the U.S. Federal Trade Commission Merger and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions other transactions contemplated hereby or thereby may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and the other transactions contemplated hereby or thereby. The Company and Parent shall also duly filewill provide such assistance, or cause information and cooperation to be filedeach other as is reasonably required to obtain any actions, nonactions and Consents referred to above and, in consultation and cooperation with the other parties heretoconnection therewith, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with will notify the other party to promptly following the extent necessary to assist receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and will supply the other party in the preparation with copies of all correspondence between such person or any of its HSR Filing representatives, on the one hand, and any Governmental Entity, on the other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentshand.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations Registrations specified in Sections 3.3(c) and filings (including filings with Governmental Entities, if any4.3(b) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or such Consents and to avoid an Action by, any Governmental Entitymake such Registrations, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.3. In connection with and without limiting Notwithstanding the foregoing, the Company and Parent its Subsidiaries shall duly filenot be obligated to prepay or redeem debt (or notes), in consultation and cooperation with amend or waive the other parties heretoprovisions of any Contract, with or to pay any consent or similar fees or payments unless such action is conditioned upon the U.S. Federal Trade Commission and the Antitrust Division consummation of the Department of Justice Merger. Without limiting the notification foregoing, Parent and report form (the “HSR Filing”) required under the HSR Act its Subsidiaries shall not take or agree to take any action with respect to the Transactions as promptly as practicable after the date any acquisition of this Agreement. The Company and Parent shall also duly file, businesses or cause assets which would reasonably be expected to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, delay or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination prevent consummation of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsMerger.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, Consents and Consents waivers from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) in the case of the Sellers, the obtaining of all mandatory necessary Consents or appropriate Consents waivers from third parties, (iviii) in the case of the Sellers, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Entity vacated or reversed and (vreversed,(iv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this AgreementAgreement and (v) in the case of the Sellers, use good faith efforts to transfer the memberships referred to in Section 2.02(e). In connection with and without limiting the foregoing, the Company Sellers and Parent their respective boards of directors shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of this Agreementsuch statute or regulation on the Transactions. The Company Parent and Parent shall also duly file, or cause Sub will use reasonable efforts to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to Sellers, at the extent necessary to assist the other party Sellers' request, in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination performance of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing Sellers' obligations in clauses (ii) and any other mandatory or appropriate Consents(iii) above.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX VII to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Entity, (iii) the obtaining of all mandatory or appropriate Consents from third parties, provided that no party shall be required or permitted to incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain any such Consents, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable (and in any event within 15 Business Days) after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, orders, authorizations and Consents approvals from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission Ashland Parties and the Antitrust Division of the Department of Justice the notification Marathon Parties shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction Agreement, any Ancillary Agreement or any Transaction and report form (the “HSR Filing”ii) required under the HSR Act with respect if any state takeover statute or similar statute or regulation becomes applicable to any Transaction Agreement, any Ancillary Agreement or any Transaction, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by the Transaction Agreements. Notwithstanding the foregoing, Ashland and its Representatives shall not be prohibited under this Section 9.03(a) from taking any action permitted by Section 8.02. Nothing in this Section 9.03(a) shall be deemed to require Marathon to waive any rights or agree to any limitation on the operations of this Agreement. The Company Marathon or any of its subsidiaries or to dispose of any asset or collection of assets of any Marathon Party or any of their respective subsidiaries or affiliates, in each case that would have a material adverse effect on the business, condition (financial or other) or results of operations of (i) MAP, the Maleic Business and Parent shall also duly filethe VIOC Centers, taken as a whole, or cause to be filed(ii) Marathon and its subsidiaries, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentstaken as a whole.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Company Proposal, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, Consents and Consents waivers from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary Consents or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation take all action necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of this Agreementsuch statute or regulation on the Merger and the other Transactions. The Notwithstanding the foregoing, the Company and Parent its Representatives shall also duly file, not be prohibited under this Section 6.02 from taking any action permitted by Sections 5.02(b) or cause (d). Acquirer will use its reasonable efforts to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation cooperate with the Company, that is advisableat the Company’s reasonable request, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination performance of the waiting period required by the HSR Act andCompany’s obligations in clauses (i), if requested, to promptly amend or furnish additional information with respect to the HSR Filing (ii) and any other mandatory or appropriate Consents(iii) above.

Reasonable Best Efforts; Notification. (a) Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each Sellers, on the one hand, and the Company, on the other hand, shall use their respective reasonable best efforts: (i) to cooperate with one another in (A) determining which consents, approvals, orders or authorizations of, or filings with, any Governmental Entities are required to be obtained or made prior to the Effective Time in connection with the execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, and (B) timely making all such filings and timely seeking all such consents, approvals, orders or authorizations; (ii) subject to Section 7.8 hereof, without the payment of any consideration therefor (except as expressly contemplated by this Agreement) and without compromising their respective rights and without incurring additional liabilities or obligations, to obtain in writing any consents, approvals, orders or authorizations required from non-governmental third parties to effectuate the Mergers, the MPLP Contributions, the appointments of the applicable New GP LLCs as the successor general partners of the XxXxxx Partnerships and the other transactions contemplated by this Agreement and the other Transaction Documents, such consents, approvals, orders or authorizations to be in form reasonably satisfactory to Sellers and the Company (it being acknowledged and agreed that nothing in this Section 7.4(a)(ii) shall use its reasonable best efforts affect or be deemed to amend or modify any provision of this Agreement, including Sections 5.8, 8.1, 8.2 and 8.3 hereof); and (iii) without the payment of any consideration therefor and without compromising their respective rights and without incurring additional liabilities or obligations, to take, or cause to be taken, all actions, other action and to do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things necessary, proper or advisable appropriate to consummate and make effective, as promptly as practicable, effective the Reincorporation Merger, the Share Exchange transactions contemplated by this Agreement and the other Transactions, including Transaction Documents (iit being acknowledged and agreed that nothing in this Section 7.4(a)(iii) the taking of all reasonable acts necessary shall affect or be deemed to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory amend or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, modify any Governmental Entity, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes provision of this Agreement. In connection with , including Sections 5.8, 8.1, 8.2 and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents8.3 hereof).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article IX 6 to be satisfied as soon as reasonably practicablesatisfied, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, approvals, orders and Consents authorizations from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain a Consent fromavoid any suit, claim, action, investigation or to avoid an Action by, proceeding by any Governmental Entity, (iii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution executing and delivery of delivering any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its affiliates or the Company and Parent shall duly file, in consultation and cooperation with or any of its subsidiaries or the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division holding separate of the Department shares of Justice Company Common Stock (or shares of stock of the notification and report form (Surviving Corporation) or imposing or seeking to impose any limitation on the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date ability of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation any of its HSR Filing and any other mandatory subsidiaries or appropriate Consentsaffiliates to conduct their business or own such assets or to acquire, to request early termination hold or exercise full rights of ownership of the waiting period required by shares of Company Common Stock (or shares of stock of the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSurviving Corporation).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, except as may be otherwise permitted by this Agreement, and except for the undertaking of Parent to obtain financing pursuant to the Financing Commitments, which shall be governed solely by Section 7.18, except as may be otherwise permitted by this Agreement, each of the parties hereto shall use its respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and to cause the conditions to the Merger set forth in Article VIII to be satisfied as promptly as practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of obtaining all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a any necessary Consent from, or to avoid an Action action or Proceeding by, any Governmental EntityEntity (including under the HSR Act or any Foreign Competition Law), (ii) obtaining all Consents necessary or advisable to be obtained from Third Parties in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, transactions contemplated hereby (including seeking to avoid the entry of, or to have reversed, terminated or vacated, any stay or temporary restraining order Order entered by any court or other Governmental Entity vacated or reversed Entity), and (viv) the execution executing and delivery of delivering any additional instruments mandatory or appropriate necessary to consummate the Transactions Merger and other transactions contemplated hereby and to fully carry out the purposes of this Agreement; provided, however, all obligations hereunder of the Company, Parent and Merger Sub relating to the Financing shall not be governed by this Section 7.04. In connection with To the extent not prohibited by applicable Law, upon the terms and without limiting subject to the foregoingconditions set forth in this Agreement, each of Parent and the Company shall keep the other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby and Parent shall duly file, in consultation and cooperation work cooperatively with the other parties heretoin connection with obtaining all required Consents of any Governmental Entity, including (A) promptly notifying the other of, and, if in writing, furnishing the other with copies of (or, in the U.S. Federal Trade Commission and case of material oral communications, advising the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”other orally of) required under the HSR Act any communications from or with any Governmental Entity with respect to the Transactions as promptly as practicable after Merger or any of the date of other transactions contemplated by this Agreement. The Company , (B) permitting the other to review and Parent shall also duly filediscuss in advance, and considering in good faith the views of the other in connection with, any proposed written (or cause any material proposed oral) communication with any such Governmental Entity, (C) not participating in any meeting with any such Governmental Entity unless it notifies the other in advance and, to be filedthe extent permitted by such Governmental Entity, in consultation gives the other the opportunity to attend and cooperation participate thereat, (D) furnishing the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Merger, and (E) cooperating with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with furnish the other party to the extent with such necessary to assist information and reasonable assistance as the other party may reasonably request in connection with the preparation parties’ mutual cooperation in preparing any necessary filings or submissions of its HSR Filing and information to any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentssuch Governmental Entity.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable actions or non-actions, waivers and Consents from Governmental Entities and consents from, the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action by, Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (ivii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viii) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly fileuse reasonable best efforts to (A) take all action necessary to ensure that no Takeover Law or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations Registrations specified in Section 3.3(c) and filings (including filings with Governmental Entities, if any) Section 4.4 and the taking of all reasonable steps as may be necessary to obtain a Consent from, or such Consents and to avoid an Action by, any Governmental Entitymake such Registrations, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions taken by the Company that are permitted under Section 6.3. In connection with Notwithstanding the foregoing, neither Parent or Sub, on the one hand, and without the Company, on the other hand, shall be obligated to amend or waive the provisions of any Contract, or obligated to pay any consent or similar fees or payments, unless such action is conditioned upon the consummation of the Merger. Without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division none of the Department parties shall take or agree to take any action that could reasonably be expected to result in any of Justice the notification and report form (conditions set forth in Article VII not being satisfied or to prevent or materially delay the “HSR Filing”) required under consummation of the HSR Act with respect to Merger or the Transactions as promptly as practicable after the date of transactions contemplated by this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article IX 6 to be satisfied as soon as reasonably practicablesatisfied, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, approvals, orders and Consents authorizations from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain a Consent fromavoid any suit, claim, action, investigation or to avoid an Action by, proceeding by any Governmental Entity, (iii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents from waivers from, and providing all necessary notices to third parties, (iv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution executing and delivery of delivering any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In connection with and without limiting Notwithstanding anything in this Agreement to the foregoingcontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets of categories of assets of Parent or any of its affiliates or the Company and Parent shall duly file, in consultation and cooperation with or any of its subsidiaries or the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division holding separate shares of the Department shares of Justice Company Common Stock (or shares of stock of the notification and report form (Surviving Corporation) or imposing or seeking to impose any limitation on the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date ability of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation any of its HSR Filing and any other mandatory subsidiaries or appropriate Consentsaffiliates to conduct their business or own such assets or to acquire, to request early termination hold or exercise full rights of ownership of the waiting period required by shares of Company Common Stock (or shares of stock of the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSurviving Corporation).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with and without limiting the foregoing, Parent, the Company and Parent their respective Boards of Directors shall duly file(x) take all action necessary so that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, in consultation this Agreement or any other transaction contemplated by this Agreement and cooperation with (y) if any takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement, take all action necessary so that the Merger and the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Notwithstanding any provision to the contrary in this Section 5.05, the Company and its Representatives and Parent and its Representatives shall also duly file, not be prohibited under this Section 5.05 from taking any action permitted by Section 4.02 or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents4.03.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the identification and obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate registrations and filings necessary Registrations (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, including the filing under the HSR Act referred to in Section 6.5(b) and any required filings, notices or consents with state banking departments or similar agencies required in connection with a change of control of the Company or any Subsidiary of the Company holding licenses as a money transmitter (iiithe “Money Transmitter Licenses”), (ii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) subject to Section 6.12, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement. In ; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.3; provided further, that, with respect to the obligations to obtain a consent or an approval relating to a change of control of the Money Transmitter Licenses (or any pending registrations for Money Transmitter Licenses) in any jurisdiction, if such consent or approval in such jurisdiction is not obtained prior to June 19, 2013, Parent and the Company agree to use reasonable best efforts to identify possible alternatives reasonably satisfactory to Parent that eliminate the need to obtain such approvals or consents in such jurisdiction, including, without limitation, by (x) entering into arrangements reasonably satisfactory to Parent (or consenting to the entry by Subsidiaries of the Company into arrangements reasonably satisfactory to Parent) with third parties that possess the necessary licenses providing the ability to create agency relationships to enable the Company and its Subsidiaries and the Distributors and reloaders of Cards managed by the Company and its Subsidiaries to provide money transmission services for the Company and its Subsidiaries from and after the Effective Time to permit the continued servicing of business relationships of the Company and its Subsidiaries until receipt of such consents or approvals, (y) to the extent feasible, ceasing operations of the Company and its Subsidiaries, as of the Effective Time, in one or more jurisdictions to the extent the operations in such jurisdiction require the Company or any of its Subsidiaries to have a Money Transmitter License, so long as such cessation of operations is not reasonably expected to result in the loss of 1.9% or more of the aggregate revenues of the Company and its Subsidiaries for the twelve (12) month period ending on the first anniversary of the Closing Date, and/or (z) obtaining written assurances reasonably acceptable to Parent from the applicable state banking department or similar agency that such consent or approval is forthcoming and no adverse action will be taken against the Company or any of its Subsidiaries in connection with the continued conduct of the operations of the Company or any of its Subsidiaries (or the Surviving Corporation or any of its Subsidiaries, as applicable) in the applicable jurisdiction notwithstanding the pendency of any such approval or consent (clauses (x), (y) and without (z) collectively, “Alternate Arrangements”). Without limiting the foregoingrights of Parent or Sub under Section 7.1 or this Section 6.5, each of the Company and Parent shall duly file, in consultation agrees to use reasonable best efforts to implement and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect cause any Alternate Arrangements reasonably satisfactory to the Transactions it to become effective as promptly as reasonably practicable after July 19, 2013 in order to permit the date of this Agreement. The Company and Parent shall also duly file, or cause Effective Time to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party occur as promptly as reasonably practicable thereafter (subject to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory satisfaction or appropriate Consents, to request early termination waiver of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsconditions set forth in Article VII).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the parties shall Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of obtaining all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableactions or non-actions, (ii) the obtaining of all mandatory or appropriate nonactions waivers, Consents, qualifications and Consents approvals from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, filings and filings (including filings with Governmental Entities, if any) notifications and the taking of all reasonable steps as may be necessary to obtain a Consent froman approval, clearance, non-action letter, waiver or to avoid an Action by, exemption from any Governmental EntityEntity (including under the HSR Act); (ii) obtaining all necessary consents, qualifications, approvals, waivers or exemptions from non-governmental third parties; (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (viv) the execution executing and delivery of delivering any additional documents or instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting For the foregoingavoidance of doubt, the Company and Parent its Representatives shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division not be prohibited under this Section 8.1 from taking any action permitted by Section 7.3. The obligation of the Department Company to use “reasonable best efforts” under this Section 8.1 shall not include any obligation to agree to, and neither the Company nor the Company Subsidiary shall agree (without the prior consent of Justice Parent) to, a modification of the notification and report form (the “HSR Filing”) required under the HSR Act with respect terms of such documents, or to make any guaranty or monetary payment in consideration of any waiver, consent or approval. Without prejudice or limitation to the Transactions as promptly as practicable after the date of representations, warranties or covenants in this Agreement. The Company , each party acknowledges and Parent shall also duly file, or cause to be filed, agrees that the issuance of security clearances is in consultation and cooperation with the other parties hereto, all filings and applicationsdiscretion of the appropriate Governmental Entities, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each no party shall cooperate with bear responsibility for the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination results of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsexercise of such discretion.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, transactions contemplated by this Agreement including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. Each party will consult with counsel for the other parties as to, and will permit such counsel to participate in, any litigation referred to in clause (iii) above. In connection with and without limiting the foregoing, Parent, the Company and Parent their respective Boards of Directors shall duly file(x) take all action necessary so that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, in consultation this Agreement or any other transaction contemplated by this Agreement and cooperation with (y) if any takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement or any other transaction contemplated by this Agreement, take all action necessary so that the Merger and the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Notwithstanding any provision to the contrary in this Section 5.02, the Company and Parent the Company Representatives shall also duly file, or cause to not be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and prohibited under this Section 5.02 from taking any other mandatory or appropriate Consents, to request early termination of the waiting period required action permitted by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSection 4.02.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall Buyer Parties and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable necessary to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of obtaining all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableactions or non-actions, (ii) the obtaining of all mandatory or appropriate nonactions waivers, Consents and Consents qualifications from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, filings and filings (including filings with Governmental Entities, if any) notifications and the taking of all reasonable steps as may be necessary to obtain a Consent froman approval, clearance, non-action letter, waiver or to avoid an Action by, exemption from any Governmental Entity; (ii) obtaining all necessary Consents, qualifications, approvals, waivers or exemptions from non-governmental third parties; (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits lawsuit or other legal proceedingsproceeding, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsTransactions under any antitrust or competition Law, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (viv) the execution executing and delivery of delivering any additional documents or instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other obtaining any consent or approval from any non-governmental third parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after Transactions, notwithstanding anything to the date of contrary in this Agreement. The Company and Parent shall also duly file, or cause (A) without the prior written consent of the Buyer Parties (not to be filedunreasonably conditioned, in consultation withheld or delayed), the Company shall not and cooperation with shall not permit any of the other parties hereto, all filings and applications, and submit all documentation and information that is required, Company Subsidiaries or in the opinion of Parent, following reasonable consultation with the Company, that is advisableJV Entities to pay or commit to pay, to obtain the Competition Act Approval. Each party shall cooperate with the such Person whose approval or consent is being solicited any cash or other party consideration, make any commitment or incur any liability or other obligation due to the extent necessary to assist the other party in the preparation of its HSR Filing such Person or modify any Contract and any other mandatory or appropriate Consents, to request early termination (B) none of the waiting period Buyer Parties or their affiliates shall be required by the HSR Act andto pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, if requested, to promptly amend make any commitment or furnish additional information with respect to the HSR Filing and incur any liability or other mandatory or appropriate Consentsobligation.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation MergerOffer, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable actions or non-actions, waivers and Consents from Governmental Entities and from, the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action by, Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (ivii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viii) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly filethe Company Board shall, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of Company shall cause the Department of Justice the notification Company Subsidiaries to, (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and report form (the “HSR Filing”B) required under the HSR Act with respect if any state takeover statute or similar statute or regulation becomes or purports to be applicable to any Transaction or this Agreement, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such statute or regulation on the Transactions and this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation MergerOffer, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions non-actions, waivers and Consents from Governmental Entities and from, the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action by, Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (ivii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viii) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Without limiting the generality of the foregoing, but subject in each case to the final sentence of this Section 6.03(a), Parent acknowledges and agrees that its obligation to use reasonable best efforts to take, or cause to be taken, all actions, and to do or cause to be done, all things necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other Transactions includes (A) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Entity or with any other Person, (B) agreeing to sell, divest or otherwise convey or hold separate any asset or business of Parent, the Company or any of their respective subsidiaries, (C) permitting the Company to sell, divest or otherwise convey or hold separate any assets or businesses of the Company or any Company Subsidiary, (D) terminating existing relationships, contractual rights or obligations of Parent, the Company or any of their respective subsidiaries, (E) terminating any joint venture or other arrangement of Parent, the Company or any of their respective subsidiaries, (F) creating any relationship, contractual right or obligation of Parent, the Company or any of their respective subsidiaries and (G) effectuating any other change or restructuring of the Company or any Company Subsidiary (and, in the case of actions by or with respect to the Company or any Company Subsidiary, by consenting to such action by the Company or such Company Subsidiary (including any consents required under this Agreement with respect to such action); provided that any such action may, at the discretion of the Company, be conditioned upon the Closing), in each case such that all actions or non-actions, waivers and Consents from any Governmental Entity that are necessary in order to consummate the Offer, the Merger and the other Transactions are obtained at least 5 business days prior to the Outside Date. In connection with addition and without limiting the foregoing, the Company and the Company Board shall (I) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (II) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall require Parent shall duly fileto: (1) agree to sell, divest or otherwise convey or hold separate AVXS-101, (2) permit the Company to sell, divest or otherwise convey or hold separate AVXS-101, (3) terminate existing relationships, contractual rights or obligations of the Company or any Company Subsidiary relating to the development of AVXS-101, (4) terminate any joint venture or other arrangement of the Company or any Company Subsidiary relating to the development of AVXS-101, (5) create any relationship, contractual right or obligation of the Company or any Company Subsidiary relating to the development of AVXS-101, (6) effectuate any other change or restructuring of the Company or any Company Subsidiary (and, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division case of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act actions by or with respect to the Transactions as promptly as practicable after Company or any Company Subsidiary, by consenting to such action by the date Company or such Company Subsidiary) relating to the development of this Agreement. The Company and Parent shall also duly fileAVXS-101, or cause (7) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity to be filed, do any of the foregoing in consultation and cooperation connection with the other parties hereto, all filings completion and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination consummation of the waiting period required by the HSR Act andTransactions (each action or condition described in clauses (1)-(7), if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsa “Burdensome Condition”).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other 40 45 parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Offer and the Merger, the Share Exchange and the other Transactionstransactions contemplated by this Agreement, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from any Governmental Entities Authority and the making of all mandatory or appropriate necessary registrations and filings (including filings with any Governmental EntitiesAuthority, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental EntityAuthority, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory necessary or appropriate to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement; provided, however, that no loan agreement or contract for borrowed money entered into by the Company or any of its Subsidiaries shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent. In connection with and without limiting the foregoing, Nothing contained in this Section 8.4(a) shall prohibit the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect its Subsidiaries from taking any action permitted by Section 8.5 or from terminating this Agreement pursuant to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSection 10.1.

Reasonable Best Efforts; Notification. (a) Upon In connection with this Agreement and the terms transactions contemplated hereby, the parties hereto shall (i) use their reasonable best efforts to obtain as promptly as practicable any necessary consents, approvals, waivers and subject authorizations of, actions or nonactions by, and make, as promptly as reasonably practicable, all necessary filings and submissions with, any Governmental Entity or third party necessary to consummate and make effective the Transactions as promptly as practicable, (ii) cooperate with each other in (A) determining which filings are required to be made prior to the Effective Time with, and which material consents, approvals, permits, notices or authorizations are required to be obtained prior to the Effective Time from, Governmental Entities or third parties in connection with the execution and delivery of this Agreement and the other agreements, documents and instruments being delivered pursuant to or specifically contemplated by this Agreement and consummation of the transactions contemplated hereby and thereby and (B) making all such filings and timely seeking all such consents, approvals, permits, notices or authorizations, (iii) use reasonable best efforts to cause the conditions to the Closing set forth in this AgreementArticle VI to be satisfied as promptly as reasonably practicable, each of the parties shall and (iv) use its reasonable best efforts to take, or cause to be taken, all actions, other actions and to do, or cause to be done, and to assist and cooperate with the each other parties in doingorder to do, all other things necessary, proper reasonably necessary or advisable to consummate and make effective, as promptly as practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary appropriate to cause the conditions Closing to occur and to consummate the transactions contemplated hereby as soon as practicable; provided, that, for the avoidance of doubt, none of the parties hereto shall be obligated or required by this Section 5.03 to waive a condition to Closing set forth in Article IX VI. Notwithstanding anything in this Section 5.03 to the contrary, other than, in the case of the following clause (y), the last sentence of this Section 5.03, nothing in this Agreement shall require, or be satisfied as soon as reasonably practicabledeemed to require, (iix) Parent to, or cause any of its Affiliates or subsidiaries to, whether prior to, at, after, or conditioned upon, the Effective Time, (A) propose, negotiate, commit to, effect and agree to, by consent decree, hold separate order or otherwise, the sale, divestiture, license, holding separate, or other disposition of or restriction on the businesses, assets, properties, product lines, or equity interests of, or changes to the conduct of business of, Parent or any of its Affiliates or subsidiaries, (B) create, terminate, or divest relationships, ventures, contractual rights or obligations of Parent or any of its Affiliates or subsidiaries or (C) otherwise take or commit to take any action, including institute any Proceeding, that would limit in any way Parent’s or any of its Affiliates’ or subsidiaries’ freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of the Parent or any of its Affiliates or subsidiaries or (y) the obtaining Company to sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of all mandatory its or appropriate nonactions and Consents from Governmental Entities any Company Subsidiary’s assets, or conduct or agree to conduct the businesses of the Company and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent fromCompany Subsidiaries in any particular manner, or take any other actions that has, or would be reasonably expected to avoid an Action byhave, any Governmental Entityindividually or in the aggregate, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreementa Company Material Adverse Effect. In connection with and without Without limiting the foregoing, in no event shall the Company (and the Company shall cause the Company Subsidiaries not to) propose, negotiate, effect or agree to any such actions set forth in the foregoing clause (y) without the prior written consent of Parent. Notwithstanding anything to the contrary herein, the Company shall, and shall cause the Company Subsidiaries to, at the direction of Parent, sell, or agree to sell, hold or agree to hold separate, or otherwise dispose or agree to dispose of the Company’s or the Company Subsidiaries’ assets, or conduct or agree to conduct the businesses of the Company and Parent shall duly file, the Company Subsidiaries in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly fileany particular manner, or cause to be filed, in consultation and cooperation with the take any other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of actions as determined by Parent, following reasonable consultation with the Company; provided, that is advisable, to obtain any such actions are conditioned upon and only become effective upon the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsEffective Time.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third partiesparties (provided, that neither the Company nor any of the Company Subsidiaries will make or agree to make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or concede anything of monetary or economic value, for the purposes of obtaining any such third party consents without the prior consent of Parent), (iviii) the defending of any lawsuits or other legal proceedingsLegal Proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Merger and the other Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with furtherance and without limiting not in limitation of the foregoing, if an HSR Filing is required by Law, each of Parent and the Company and Parent shall duly fileshall, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, hereof (but in consultation and cooperation any event not later than ten (10) business days after the date hereof) file with the other parties hereto, all filings Antitrust Division of the U.S. Department of Justice (the “DOJ”) and applicationsthe Federal Trade Commission (the “FTC”) a Notification and Report Form pursuant to the HSR Act (the “HSR Filing”), and submit all documentation and information that is required, or in at the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its same time as making such HSR Filing shall request that the DOJ and any other mandatory or appropriate Consents, to request the FTC grant “early termination termination” of the waiting period related to such HSR Filing and this Agreement and the Transactions. Parent shall pay all filing fees required by to be paid in conjunction with such HSR Filing or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under, the HSR Act andor such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other Transactions. Without limiting the generality of the foregoing, if requested, each of Parent and the Company (A) shall use its reasonable best efforts to promptly amend provide all information requested by any Governmental Entity in connection with the Merger and the other Transactions and (B) shall use its reasonable best efforts to promptly take all actions and steps necessary to obtain and secure the expiration or furnish additional information with respect to termination of any applicable waiting periods under the HSR Filing Act or other applicable compliance with any mandatory pre-merger notification and approval requirements under any foreign (non-US) investment control, antitrust or competition laws (“Foreign Antitrust Laws”) and obtain any clearance or approval required to be obtained from the FTC, the DOJ, any state attorney general, any foreign competition authority or any other mandatory Governmental Entity in connection with the Merger and the other Transactions. For the avoidance of doubt, nothing in this paragraph or appropriate ConsentsAgreement shall require Parent or Sub to withdraw and resubmit the CFIUS Filing, whether in response to a request by CFIUS or any CFIUS member agency or otherwise.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions non-actions, waivers and Consents from Governmental Entities and consents from, the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action by, Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (ivii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viii) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that the parties hereto understand and agree that the reasonable best efforts of Parent and Merger Sub shall not be deemed to include (A) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Company’s or any of their respective Affiliates’ businesses, assets or properties if such action is required by a Governmental Entity in connection with the completion of or as a result of the Transactions or (B) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Entity if required in connection with the completion of the Transactions (each action or condition described in clause (A) or (B), a “Burdensome Condition”). In addition, the Company shall not accept any of the Burdensome Conditions or take any of the actions set forth in the proviso to the preceding sentence without Parent’s prior written consent or direction, which consent or direction shall not be unreasonably withheld, in which case the Company shall accept any such conditions or take any such actions as directed by Parent; provided that the Company shall not be required to accept any such Burdensome Conditions or take any such actions that are not conditioned upon consummation of the Transactions. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon Each of the terms and parties to the Merger Agreement have agreed, subject to the conditions set forth in this Agreement, each satisfaction or waiver of the parties shall conditions to the Merger, to use its their respective reasonable best efforts to take, or cause to be taken, take all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions necessary, proper or advisable to consummate and make effective, as promptly as practicablethe Offer, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) obtaining all necessary consents and approvals from Governmental Entities, and making all necessary registrations and filings with any Governmental Entity, including under the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableHSR Act, (ii) the obtaining of all mandatory necessary consents, approvals or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Entity, (iii) the obtaining of all mandatory or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits lawsuit or other legal proceedings, whether judicial proceeding challenging the Merger Agreement or administrative, challenging this any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this AgreementTransactions. In connection with and without limiting the foregoingaddition, the Company and Parent shall duly filethe Company Board have agreed to take all commercially reasonable action necessary to ensure that no state takeover statute or regulation is or becomes applicable, in consultation and cooperation with if any state takeover statute or regulation should become applicable, take all commercially reasonable action necessary to ensure that the Offer, the Merger and the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date terms contemplated by the Transaction Agreements. Without Parent's prior written consent, the Company shall not (and will not allow any Company Subsidiary to), commit to any divestitures, licenses, hold separate arrangements or similar matters affecting business operating practices. If such divestitures, licenses, hold separate arrangements or similar matters are contingent on consummation of this Agreement. The the Offer, the Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applicationscommit to, and submit all documentation shall use its reasonable best efforts to effect (and information that is requiredshall cause its Subsidiaries to commit to and use their reasonable best efforts to effect), any such divestitures, licenses, hold separate arrangements or in the opinion of Parentsimilar matters. However, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation neither Parent nor any of its HSR Filing and any other mandatory or appropriate Consents, Subsidiaries shall be required to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information agree (with respect to Parent, the HSR Filing and Company or any other mandatory of their respective Subsidiaries) to any divestitures, licenses, hold separate arrangements or appropriate Consentssimilar matters, including covenants affecting business operating practices, if such actions would reasonably be expected to have a Parent Material Adverse Effect or a Company Material Adverse Effect.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Merger or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreementeach Transaction Agreement and (v) to arrange for the financing contemplated by the Commitment Letter to be provided on substantially the terms and conditions specified in the Commitment Letter. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger or any other Transaction or any Transaction Agreement, in consultation (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction Agreement, take all action necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date terms contemplated by each Transaction Agreement and otherwise to minimize the effect of this Agreement. The Company such statute or regulation on the Merger and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings Transactions and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall (iii) cooperate with the other arrangements for obtaining the Financing. Nothing in this Agreement shall be deemed to require any party to the extent necessary waive any substantial rights or agree to assist the other party in the preparation any substantial limitation on its operations or to dispose of its HSR Filing and any other mandatory significant asset or appropriate Consents, to request early termination collection of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsassets.

Reasonable Best Efforts; Notification. (a) Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each Sellers, on the one hand, and the Company, on the other hand, shall use their respective reasonable best efforts: (i) to cooperate with one another in (A) determining which consents, approvals, orders or authorizations of, or filings with, any Governmental Entities are required to be obtained or made prior to the Effective Time in connection with the execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, and (B) timely making all such filings and timely seeking all such consents, approvals, orders or authorizations; (ii) subject to Section 7.8 hereof, without the payment of any consideration therefor (except as expressly contemplated by this Agreement) and without compromising their respective rights and without incurring additional liabilities or obligations, to obtain in writing any consents, approvals, orders or authorizations required from non-governmental third parties to effectuate the Mergers, the MPLP Contributions, the appointments of the applicable New GP LLCs as the successor general partners of the McNeil Partnerships and the othxx xxxnsactions contemplated by this Agreement and the other Transaction Documents, such consents, approvals, orders or authorizations to be in form reasonably satisfactory to Sellers and the Company (it being acknowledged and agreed that nothing in this Section 7.4(a)(ii) shall use its reasonable best efforts affect or be deemed to amend or modify any provision of this Agreement, including Sections 5.8, 8.1, 8.2 and 8.3 hereof); and (iii) without the payment of any consideration therefor and without compromising their respective rights and without incurring additional liabilities or obligations, to take, or cause to be taken, all actions, other action and to do, or cause to be done, and to assist and cooperate with the all other parties in doing, all things necessary, proper or advisable appropriate to consummate and make effective, as promptly as practicable, effective the Reincorporation Merger, the Share Exchange transactions contemplated by this Agreement and the other Transactions, including Transaction Documents (iit being acknowledged and agreed that nothing in this Section 7.4(a)(iii) the taking of all reasonable acts necessary shall affect or be deemed to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory amend or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, modify any Governmental Entity, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes provision of this Agreement. In connection with , including Sections 5.8, 8.1, 8.2 and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents8.3 hereof).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall, and shall cause their respective subsidiaries to cooperate in good faith and use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, and in any event prior to the Reincorporation MergerOutside Date, the Share Exchange Merger and the other Transactions, including (i) the taking obtaining of all reasonable acts necessary actions or non-actions, waivers and Consents from, the making of all necessary registrations, declarations and filings with any Governmental Entity with respect to cause this Agreement or the conditions set forth in Article IX to be satisfied as soon as reasonably practicableTransactions, (ii) the obtaining of all mandatory defending or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Entity, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (iv) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viii) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with addition and without limiting the foregoing, the Company and the Company Board shall (I) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (II) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. In addition and without limiting the foregoing, Parent shall duly filenot, in consultation and cooperation with shall cause its affiliates not to, effect or agree to any business combination (whether structured as a merger, business combination, tender offer, exchange offer or similar transaction) or the other parties heretoacquisition of any assets, with licenses, rights, product lines, operations or businesses of any Person that would reasonably be expected to prevent or materially delay the U.S. Federal Trade Commission and the Antitrust Division consummation of the Department Transactions or make materially more difficult the satisfaction of Justice the notification conditions set forth in Sections 6.01(a) or (b). Nothing in this Section 5.03 will apply to or restrict communications or other actions by Parent, any subsidiary of Parent, the Company or any Company Subsidiary with or with respect to Governmental Entities in connection with their respective businesses in the ordinary course of business. Notwithstanding anything in this Agreement to the contrary, the parties agree that Parent, Merger Sub or any other subsidiary of Parent shall not be required to: (A) agree to conditions imposed by any Governmental Entity or propose, negotiate, commit to and report form effect, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of assets or businesses of the Company, any of the Company Subsidiaries, Parent or any subsidiary of Parent, (B) accept any operational restrictions, or otherwise propose, negotiate, take or commit to take actions that limit any of the “HSR Filing”Company’s or the Company Subsidiaries’ freedom of action with respect to, or Parent’s ability to retain or freely operate, any of the assets, properties, licenses, rights, operations or businesses of the Company or any of the Company Subsidiaries, (C) required under undertake or enter into agreements with any Governmental Entity or agree to the HSR Act entry of an order by any Governmental Entity, (D) commit to terminate, amend or replace any existing relationships and contractual rights and obligations of the Parent, the Company, the Surviving Corporation or any other subsidiary of Parent or the Company, (E) terminate any relevant venture or other arrangement of the Parent, the Company, the Surviving Corporation or any subsidiary of Parent or the Surviving Corporation, or (F) effectuate any other change or restructuring of the Parent, the Company, the Surviving Corporation or any subsidiary of Parent or the Company. The Company shall not, and shall cause the Company Subsidiaries not to, take any of the foregoing actions in clauses (A) through (F) with respect to the Transactions as promptly as practicable after Company or any Company Subsidiary unless consented to in writing by Parent, provided that the date Company shall, and shall cause each Company Subsidiary to, undertake such actions if requested by Parent if the effectiveness of such action is conditioned upon the occurrence of the Closing. Notwithstanding anything in this Agreement to the contrary, neither the Company, Parent or Merger Sub shall be required to commit to or agree with any Governmental Entity to any amendments or modifications to any of the terms of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange REIT Merger and the other Transactions, including (i) the taking of using reasonable best efforts to obtain all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableactions or nonactions, (ii) the obtaining of all mandatory or appropriate nonactions waivers, consents, approvals, orders and Consents authorizations from Governmental Entities and the making of to make all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity; provided, however, that Parent will not be required to agree to, or proffer to, (iiiA) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent’s, the obtaining Company’s or any of all mandatory their respective Affiliates’ businesses or appropriate Consents from third parties, (ivB) the defending of cease to conduct business or operations in any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoingjurisdiction in which Parent, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division or any of the Department their respective Affiliates conducts business or operations as of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Each party shall use its reasonable best efforts (i) to obtain consents of all third parties necessary, proper or advisable for the consummation by such party or any of its Affiliates of the transactions contemplated by this Agreement (including without limitation obtaining the consents required under the agreements set forth on Section 3.03(b) of the Company and Disclosure Letter or Section 4.03(b) of Parent shall also duly fileDisclosure Letter, or cause to be filedas the case may be); provided that, in consultation and cooperation with without the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion prior written consent of Parent, following reasonable consultation the Company shall not agree to any significant modification to any contractual arrangement to obtain such consents or certificates; (ii) to provide any material notices to third parties required to be provided by the Company or any of its Affiliates prior to the Effective Time, including under any leases or insurance policies; and (iii) to comply in all material respects with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination terms of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsinsurance policies.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers and Consents from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary Consents or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any stay decree, order or temporary restraining order judgment entered by any court or other Governmental Entity vacated that would restrain, prevent or reversed delay the Closing, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly filethe Company Board will (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, in consultation use their reasonable best efforts to ensure that the Merger and cooperation with the other parties hereto, with Transactions may be consummated as promptly as practicable on the U.S. Federal Trade Commission terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the Antitrust Division other Transactions. Parent and Sub will use their reasonable best efforts to obtain the proceeds of the Department Financing on the terms and conditions described in the Commitment Letters, including using reasonable best efforts to (A) consummate the Financings contemplated by the Commitment Letters at such time as all conditions to such financing and the other conditions in Section 7.01 and 7.02 are satisfied (except for those requiring delivery of Justice a certificate evidencing certain matters), (B) maintain the notification effectiveness of the Commitment Letters (and report form the term sheets and fee letters related thereto) in accordance with their respective terms, (the “HSR Filing”C) required under the HSR Act enter into definitive agreements with respect to the Transactions as promptly as practicable after Financing contemplated by the date of this Agreement. The Company Commitment Letters consistent with the terms and Parent shall also duly fileconditions contained therein, or cause (D) satisfy on a timely basis all conditions in such definitive agreements and in the Commitment Letters (and the term sheets and fee letters related thereto) and (E) in the event that the Equity Financing to be filed, in consultation and cooperation with provided by any Equity Investor other than the other parties hereto, all filings and applications, and submit all documentation and information Loss Payor shall become reasonably unlikely to be available (subject to the condition that is required, or the conditions in the opinion of Merger Agreement are satisfied) to Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party seek alternative common equity financing (“Alternative Equity Financing”) in an amount equal to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination amount of the waiting period required by the HSR Act and, if requested, cash equity investment to promptly amend or furnish additional information with respect be provided pursuant to the HSR Filing and any other mandatory or appropriate Consents.Equity Commitment Letter of such Equity Investor, provided, however, nothing in this Agreement will require Parent

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and the other Ancillary Agreements, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange transactions contemplated hereby and the other Transactionsthereby, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (iia) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, authorizations and Consents approvals, (i) from Governmental Entities Authorities and (ii) as required by any Contract or Order to which the Acquired Company or Fast Food Services is a party or subject to on the Closing Date and the making of all mandatory or appropriate registrations and necessary filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary (1) to obtain a Consent fromany Permit, approval, waiver from or exemption or (2) to avoid an Action by, action or proceeding by any Governmental EntityAuthority, (iiib) the obtaining of all mandatory necessary approvals or appropriate Consents waivers from third parties, (ivc) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated Authority vacated, stayed or reversed and (vd) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. In connection with and without limiting ; provided, however, that, other than as provided in Section 7.3 hereof, a party shall not be obligated to take any action pursuant to the foregoingforegoing if the taking of such action or the obtaining of any Permit, approval, waiver from, or exemption is reasonably likely to be materially burdensome to such party or to impact in a materially adverse manner the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division economic or business benefits of the Department transactions contemplated hereby so as to render inadvisable the consummation of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentssuch transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions non-actions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action a Proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that this Section 6.03 shall not be deemed to (x) expand the obligation of any party with respect to any matter that is otherwise expressly provided for in this Agreement, or (y) require any party to waive any right or condition to any of such party’s obligations hereunder. In connection with and without limiting the foregoing, the Company and Parent the Company Board (i) shall duly filetake all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or the CVR Agreement and (ii) shall, in consultation if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or the CVR Agreement, take all actions necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date of terms contemplated by this AgreementAgreement and the CVR Agreement or otherwise act to render such state takeover statute or similar statute or regulation inapplicable to the foregoing. The Notwithstanding the foregoing, the Company and Parent its Representatives shall also duly file, or cause to not be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion prohibited under this Section 6.03 from taking any action permitted by Section 5.02 (Solicitation; Change of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsCompany Recommendation).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other TransactionsTransactions (other than the Financing), including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary Consents or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any stay decree, order or temporary restraining order judgment entered by any court or other Governmental Entity vacated that would restrain, prevent or reversed delay the Closing and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions (other than the Financing) and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, in consultation use their reasonable best efforts to ensure that the Merger and cooperation with the other parties hereto, with Transactions may be consummated as promptly as practicable on the U.S. Federal Trade Commission terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the Antitrust Division other Transactions. Parent and Sub shall use their reasonable best efforts to obtain the proceeds of the Department of Justice Financing on the notification terms and report form conditions described in the Commitment Letters, including using reasonable best efforts to (the “HSR Filing”A) required under the HSR Act negotiate definitive agreements with respect to the Transactions Debt Financing consistent with the terms and conditions contained therein and (B) satisfy on a timely basis all conditions in such definitive agreements the satisfaction of which are within the control of Parent or Sub. Parent and Sub shall use their reasonable best efforts to comply with their respective obligations, and enforce their respective rights, under the Commitment Letters. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letters of which Parent has become aware or any termination of the Commitment Letters. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to obtain the proceeds of the Financing and shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitment Letters if such amendment, modification, waiver or remedy (x) reduces the aggregate amount of the Financing, (y) amends the conditions to the drawdown of the Financing or (z) is adverse to the interests of the Company, in each case, in any material respect. The Company shall also use reasonable best efforts to assist and cooperate with Parent and Sub in connection with their efforts to obtain the proceeds of the Debt Financing, including providing reasonably required information relating to the Company and the Company Subsidiaries to the financial institution or institutions providing the Debt Financing and executing and delivering, and causing the Company Subsidiaries to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Debt Financing as promptly as may be reasonably requested by Parent in connection with the Debt Financing; PROVIDED, HOWEVER, that no obligation of the Company or any Company Subsidiary under any such certificate, document or instrument shall be effective until the Effective Time and none of the Company or any Company Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing prior to the Effective Time. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall have the right to review in advance, and to the extent practicable after each shall consult the date of this Agreementother on, any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other Transactions. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the extent necessary to assist Merger or the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsTransactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are necessary, proper or advisable to consummate and make effective, as promptly as practicable, effective the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated by this Agreement, including using its reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article IX VI to be satisfied as soon as reasonably practicablesatisfied, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, approvals, orders and Consents authorizations from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), (iii) and the taking of all reasonable steps as may be necessary to obtain a Consent fromavoid any suit, claim, action, investigation or to avoid an Action by, proceeding by any Governmental Entity, Entity and (iiiiv) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly fileits Board of Directors shall, in consultation and cooperation with if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other parties heretotransactions contemplated by this Agreement, with use its reasonable best efforts to ensure that the U.S. Federal Trade Commission Merger and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions other transactions contemplated by this Agreement may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this AgreementAgreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of any business of Parent, the Company or any of their respective subsidiaries or (B) litigate any suit, claim, action, investigation or proceeding, whether judicial or administra- tive, (1) challenging or seeking to restrain or prohibit the consummation of the Merger; (2) seeking to prohibit or limit in any material respect the ownership or operation by the Company, Parent or any of their respective affiliates of a material portion of the business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to require any such person to dispose of or hold separate any material portion of the business or assets of the Company and its subsi- diaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, as a result of the Merger; or (3) seeking to prohibit Parent or any of its affiliates from effectively controlling in any material respect a substantial portion of the business or operations of the Company or its subsidiaries. The Company and Parent shall also duly filewill provide such assistance, or cause information and cooperation to be filedeach other as is reasonably required to obtain any such nonactions, waivers, consents, approvals, orders and authorizations and, in consultation and cooperation with connection therewith, will notify the other parties heretoperson promptly following the receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or additional information in respect of any registration, declaration or filing with such Governmental Entity and will supply the other person with copies of all filings and applicationscorrespondence between such person or any of its representatives, on the one hand, and submit all documentation and information that is requiredany Governmental Entity, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with on the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentshand.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and the other Ancillary Agreements, each of the parties shall will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange transactions contemplated hereby and the other Transactionsthereby, including (a) obtaining all necessary actions or nonactions, waivers, consents, authorizations and approvals, (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, from Governmental Authorities and (ii) as required by any Contract, Order or license to which any Acquired Entity or Subsidiary is a party or subject to on the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities Closing Date and the making of all mandatory or appropriate registrations and necessary filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary (A) to obtain a Consent fromany Permit, consent, approval, waiver from or exemption, (B) to avoid an Action by, action or proceeding by any Governmental EntityAuthority, or (C) to avoid an occurrence of default under the provisions thereof, result in the acceleration of any obligation thereunder or give rise to a right of any party thereto to terminate its obligations thereunder, (iiib) the obtaining of all mandatory or appropriate Consents from third partiesnecessary Permits, (ivc) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated Authority vacated, stayed or reversed and (vd) the execution executing and delivery of delivering any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. In connection with and without limiting ; provided, however, that other than as provided in Section 7.3 hereof, a party will not be obligated to take any action pursuant to the foregoingforegoing if the taking of such action or the obtaining of any Permit, approval, waiver from, or exemption is reasonably likely to be materially burdensome to such party or to impact in a materially adverse manner the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division economic or business benefits of the Department transactions contemplated hereby so as to render inadvisable the consummation of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly filesuch transactions; provided, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Companyfurther, that is advisablethe Equityholders, Acquired Entities and Subsidiaries will not be required to make payments in order to obtain the Competition Act Approvalsuch actions, nonactions, waivers, consents, authorizations or approvals. Each party shall cooperate with the other party All waivers, consents and approvals obtained pursuant to the extent necessary this Section 7.2 will be produced at Closing in form and content reasonably satisfactory to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsParent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated hereby, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities governmental entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entitiesgovernmental entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entitygovernmental entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Merger or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity governmental entity vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party Buyer shall cooperate with each other in connection with the other party making of all such filings, including providing copies of all such documents to the extent necessary non-filing party and its advisors prior to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act filing and, if requested, to promptly amend accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Buyer shall use their respective reasonable best efforts to furnish additional to each other all information with respect required for any application or other filing to be made pursuant to the HSR Filing rules and regulations of any other mandatory applicable law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (i) any representation or appropriate Consentswarranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Reincorporation MergerOffer, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable actions or non-actions, waivers and Consents from Governmental Entities and consents from, the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entitieswith, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action Proceeding by, any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (ivii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viii) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(A) take all action necessary to ensure that no restrictions on business combinations of any Takeover Law or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if the restrictions on business combinations of any Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect use its reasonable best efforts to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. The .Each of Parent and the Company shall not, and Parent shall also duly filenot permit their respective subsidiaries to, enter into or consummate any transaction, agreement, arrangement, or cause acquisition of any ownership interest or assets of any Person, the effect of which would reasonably be expected to be filedimpair, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is requiredmaterially delay or prevent any required approvals, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination expiration of the waiting period required by period, under the HSR Act andAct, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and require any other mandatory approvals or appropriate Consentsfilings under any Foreign Antitrust Laws.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other TransactionsTransactions to which it or any of its subsidiaries is a party, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities (including obtaining an approval from the RCA of the “ownership transfer” contemplated by this Agreement and acceptance by the RCA of any related agreements or stipulations in the form and manner in which the RCA customarily approves transfers of control and accepts agreements and stipulations) and the making of all mandatory or appropriate registrations necessary registrations, reports and filings (filings, including registrations, reports and filings with Governmental EntitiesEntities (including complying with the filing, if anyreporting, acceptance and approval requirements of each applicable Regulatory Entity and providing all relevant records and reports requested by such Regulatory Entity) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary material consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsTransactions to which it or any of its subsidiaries is a party, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions to which it or any of its subsidiaries is a party and to fully carry out the purposes of this Agreement; provided, however, that Parent shall not be required to consent to any action described in Section 7.02(c). Parent and the Company shall jointly prepare and execute documents necessary to obtain the necessary actions or nonactions, waivers, consents and approvals of Governmental Entities and Parent shall have primary responsibility for, and control of, filing such documents. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction to which it is a party or this Agreement, in consultation (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Company and cooperation with the Company Board shall take all commercially reasonable action necessary to ensure that the Exchange and the other parties hereto, with Transactions to which the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions Company or any Company Subsidiary is a party may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of this Agreementsuch statute or regulation on the Exchange and the other Transactions to which the Company or any Company Subsidiary is a party and (iii) the Company shall reasonably cooperate with Parent in the arrangements for obtaining the Financing and conducting the Debt Tender Offers as required by Sections 6.11 and 6.12. The Notwithstanding the foregoing, the Company and Parent its Representatives shall also duly file, or cause to not be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and prohibited under this Section 6.03(a) from taking any other mandatory or appropriate Consents, to request early termination of the waiting period required action permitted by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSection 5.02.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and the other Transaction Documents, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange transactions contemplated hereby and the other Transactionsthereby, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (iia) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents, authorizations and Consents approvals from Governmental Entities Authorities and the making of all mandatory or appropriate registrations and necessary filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent fromany Permit, approval, waiver or exemption from or to avoid an Action action or proceeding by, any Governmental EntityAuthority, (iiib) the obtaining of all mandatory necessary Permits or appropriate Consents waivers from third parties, (ivc) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Transaction Documents or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated Authority vacated, stayed or reversed and (vd) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. In connection with ; provided, however, that, other than as provided in Section 6.03 hereof, a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any Permit, approval, waiver or exemption is reasonably likely to be materially burdensome to such party and without limiting its Subsidiaries taken as a whole or to impact in a materially adverse manner the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division economic or business benefits of the Department transactions contemplated hereby so as to render inadvisable the consummation of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentssuch transactions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and the other Ancillary Agreements, each of the parties shall will use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange transactions contemplated hereby and the other Transactionsthereby, including (a) obtaining all necessary actions or nonactions, waivers, consents, authorizations and approvals, (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, from Governmental Authorities and (ii) as required by any Contract, Order or license to which any Acquired Company or any Shareholder is a party or subject to on the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities Closing Date and the making of all mandatory or appropriate registrations and necessary filings (including filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary (A) to obtain a Consent fromany Permit, consent, approval, waiver from or exemption, (B) to avoid an Action by, action or proceeding by any Governmental EntityAuthority, or (C) to avoid an occurrence of default under the provisions thereof, result in the acceleration of any obligation thereunder or give rise to a right of any party thereto to terminate its obligations thereunder, (iiib) the obtaining of all mandatory or appropriate Consents from third partiesnecessary Permits, (ivc) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, at law or in equity, challenging this Agreement or other Ancillary Agreements or the consummation of the Transactionstransactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated Authority vacated, stayed or reversed and (vd) the execution executing and delivery of delivering any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of purpose of, this Agreement. In connection with and without limiting ; provided, however, that other than as provided in Section 7.3 hereof, a party will not be obligated to take any action pursuant to the foregoingforegoing if the taking of such action or the obtaining of any Permit, approval, waiver from, or exemption is reasonably likely to be materially burdensome to such party or to impact in a materially adverse manner the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division economic or business benefits of the Department transactions contemplated hereby so as to render inadvisable the consummation of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly filesuch transactions; provided, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Companyfurther, that is advisable, the Shareholders and Acquired Companies will not be required to make payments in order to obtain the Competition Act Approvalsuch actions, nonactions, waivers, consents, authorizations or approvals. Each party shall cooperate with the other party All waivers, consents and approvals obtained pursuant to the extent necessary this Section 7.2 will be produced at Closing in form and content reasonably satisfactory to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsParent.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation MergerOffer, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that neither the Company nor Parent shall be required to consent to (i) any prohibition or limitation on the ownership or operation by the Company, Parent or any of their respective subsidiaries of any material portion of the business or assets of the Company and its subsidiaries taken as a whole or Parent and its subsidiaries taken as a whole, or any requirement that the Company, Parent or any of their respective subsidiaries dispose of or hold separate any material portion of the business or assets of the Company and the Company Subsidiaries taken as a whole or Parent and its subsidiaries (the "Parent Subsidiaries") taken as a whole as a result of the Offer, the Merger or any other Transaction, (ii) any imposition of limitations on the ability of Parent or Sub to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock, including the right to vote the Company Common Stock purchased by it on all matters properly presented to the shareholders of the Company or (iii) any prohibition on Parent or any of its subsidiaries 37 from effectively controlling in any material respect the business or operations of the Company and the Company Subsidiaries. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation take all action necessary to ensure that the Offer, the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date of terms contemplated by this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the identification and obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate registrations and filings necessary Registrations (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent froman approval or waiver form, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.1. In connection with and without limiting Notwithstanding the foregoing, the Company and Parent its Subsidiaries shall duly filenot be obligated to prepay or redeem debt, in consultation and cooperation with amend or waive the other parties heretoprovisions of any Contract, with or to pay any consent or similar fees or payments, or divest any assets or enter into commitments regarding the U.S. Federal Trade Commission and conduct of its business or licensing of technology or know-how unless such action is conditioned upon the Antitrust Division consummation of the Department of Justice Merger. Without limiting the notification foregoing, Parent and report form (the “HSR Filing”) required under the HSR Act its Subsidiaries shall not take or agree to take any action or make any commitment with respect to the Transactions as promptly as practicable after the date any acquisition of this Agreement. The Company and Parent shall also duly file, businesses or cause assets which would reasonably be expected to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, delay or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination prevent consummation of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsMerger.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including, without limitation, those contained in Sections 6.03(b) and (c)), each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary Consents or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have vacated or reversed any stay decree, order or temporary restraining order judgment entered by any court or other Governmental Entity vacated that would restrain, prevent or reversed delay the Closing and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, in consultation use their reasonable best efforts to ensure that the Merger and cooperation with the other parties heretoTransactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions. Parent will take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Subject to applicable Law relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with 44 the Merger and the other Transactions, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their subsidiaries or affiliates, on the Antitrust Division of one hand, and any Governmental Entity or its respective staff, on the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act other hand, with respect to this Agreement and the Transactions as promptly as practicable after the date of this AgreementMerger. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisableshall, to obtain the Competition Act Approval. Each party shall cooperate with extent practicable, provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other Transactions and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the extent necessary other under this Section 6.03 as "Antitrust Counsel Only Material" (as defined in the Confidentiality Agreement). Notwithstanding anything to assist the contrary in this Section 6.03, materials provided to the other party in or its counsel may be redacted to remove references concerning the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination valuation of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing Company and any other mandatory or appropriate Consentsits Subsidiaries.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange REIT Merger and the other Transactions, including (i) the taking of using reasonable best efforts to obtain all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableactions or nonactions, (ii) the obtaining of all mandatory or appropriate nonactions waivers, consents, approvals, orders and Consents authorizations from Governmental Entities and the making of to make all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity; PROVIDED, HOWEVER, that Parent will not be required to agree to, or proffer to, (iiiA) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the obtaining Company's or any of all mandatory their respective Affiliates' businesses or appropriate Consents from third parties, (ivB) the defending of cease to conduct business or operations in any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoingjurisdiction in which Parent, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division or any of the Department their respective Affiliates conducts business or operations as of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly fileuse its reasonable best efforts (i) to obtain consents of all third parties necessary, proper or cause advisable for the consummation by the Company or any of its Affiliates of the transactions contemplated by this Agreement (including without limitation obtaining the consents required under the agreements set forth on Section 3.03(b) of the Company Disclosure Letter); PROVIDED that, without the prior written consent of the Parent, the Company shall not agree to any significant modification to any contractual arrangement to obtain such consents or certificates; (ii) to provide any notices to third parties required to be filedprovided by the Company or any of its Affiliates prior to the Effective Time, including under any leases or insurance policies; and (iii) to comply in consultation and cooperation all material respects with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination terms of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsinsurance policies.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicablein the most expeditious manner practicable and in any case prior to the Outside Date, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable actions or nonactions, waivers, consents and Consents approvals from Governmental Entities Authorities and the making of all mandatory necessary or appropriate advisable registrations and filings as determined by Parent (including filings with Governmental EntitiesAuthorities, if any) after consultation and discussion with, and consideration in good faith of the views of, the Company, and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental EntityAuthority, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedingsproceedings through the Outside Date, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements in accordance with the terms and subject to the conditions thereof. In connection with furtherance and without limiting not in limitation of the foregoing, each of Parent and the Company and Parent shall duly fileshall, (x) as promptly as reasonably practicable after the date hereof, but in consultation and cooperation any event not later than 10 Business Days after the date hereof, unless otherwise agreed by the parties, file with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice (the notification “DOJ”) and report form the Federal Trade Commission (the “FTC”) a Notification and Report Form pursuant to the HSR Act (the “HSR Filing”), (y) as promptly as reasonably practicable make each other filing required or advisable pursuant to any Foreign Regulatory Law of any jurisdiction specified in Section 6.03(a) of the Company Disclosure Letter (a “Specified Foreign Regulatory Law”) and (z) as promptly as reasonably practicable make each other filing required or advisable in the view of Parent after consultation and discussion with, and consideration in good faith of the views of, the Company, pursuant to any other Foreign Regulatory Law. Each of the parties hereto shall cooperate reasonably with each other in connection with the making of all such filings or responses, promptly inform the other of, and provide the other party hereto with copies of, any substantive communications with any Governmental Authority (or summaries thereof in the case of oral communications) or filings in connection with the Transactions. To the extent permitted by applicable Law, and subject to all applicable privileges (including the attorney-client privilege), each of the parties hereto shall use reasonable best efforts to consult and cooperate with one another, provide any reasonably necessary information, consider in good faith the views of one another, and permit the other party hereto the opportunity to review and provide comments in advance, in connection with any presentations, memoranda, briefs, or other submissions made or provided to any Governmental Authority by or on behalf of any party hereto in connection with proceedings or regulatory reviews under or relating to the HSR Act with respect or any other Antitrust Law or Foreign Regulatory Law related to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act ApprovalTransactions. Each party shall cooperate with of the parties agrees to provide reasonable advance notice to the other party of any substantive meeting(s) (including teleconferences or videoconferences) with any Governmental Authority in respect of any submission, notification or investigation under any Antitrust Law or Foreign Regulatory Law and provide the other party the opportunity to attend to the extent reasonably practical and permitted by applicable Law or Governmental Authority unless otherwise agreed by the parties in advance. Without limiting the obligations of Parent set forth in this Agreement, Parent shall control the strategy associated with obtaining approvals, consents, or waivers necessary to assist consummate the other party in the preparation of its HSR Filing and Transaction under any other mandatory Antitrust Law or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsForeign Regulatory Law.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation MergerOffer, the Share Exchange Merger and the other Transactionstransactions contemplated hereby, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iii) the preparation of the Form F-4, the Schedule 13E-3, the Offer Documents and the Schedule 14D-9 and, if necessary, the Post-Effective Amendment and the Proxy Statement or Information Statement, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (v) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, each of the Company parties hereto shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Offer, the Merger or any other transaction contemplated by this Agreement and Parent shall duly file(ii) if any state antitakeover statute or similar statute or regulation becomes applicable to this Agreement, in consultation the Offer, the Merger or any other transaction contemplated by this Agreement, take all action necessary to ensure that the Offer, the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable after on the date of terms contemplated by this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Reincorporation MergerOffer, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable actions or non-actions, waivers and Consents from Governmental Entities and consents from, the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entitieswith, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action Proceeding by, any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (ivii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viii) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(A) take all action necessary to ensure that no restrictions on business combinations of any Takeover Law or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if the restrictions on business combinations of any Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect use its reasonable best efforts take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, (iv) the Company obtaining the insurance coverage referred to in Section 7.02(g) and (v) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any other Transaction Agreement, in consultation take all action necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date terms contemplated by the Transaction Agreements and otherwise to minimize the effect of this Agreement. The Company such statute or regulation on the Merger and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties heretoTransactions. Notwithstanding the foregoing, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party Company shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and not be prohibited under this Section 6.03(a) from taking any other mandatory or appropriate Consents, to request early termination of the waiting period required action permitted by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSection 5.02(b).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to Closing to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, (v) the negotiation and execution of the Manufacturing Contracts containing the terms and conditions set forth on Exhibit K and such other terms and conditions reasonably satisfactory to Xxxxxxxx American, B&W and RJR (it being the understanding of the parties that certain subsidiaries of Xxxxxxxx American and certain subsidiaries of BAT will enter into Manufacturing Contracts to replace the existing manufacturing Contracts that B&W has entered into with various BAT subsidiaries) and the negotiation and execution of certain other supply arrangements related thereto (collectively, the "Commercial Agreements") and (vvi) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreementthe Transaction Agreements. In connection with and without limiting the foregoing, the Company B&W and Parent RJR shall duly file, in consultation and cooperation with the other parties hereto, (x) file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “"HSR Filing”") required under the HSR Act with respect to the Transactions transactions contemplated by this Agreement as promptly as practicable after the date of this AgreementAgreement and (y) make all necessary notifications, if any, under the EC Merger Regulation (the "EC Filings"). The Company and Parent HSR Filing shall also duly file, or cause to be filed, in consultation and cooperation substantial compliance with the other parties hereto, all filings requirements of the HSR Act and applications, and submit all documentation and information that is required, or the EC Filings shall be in the opinion of Parent, following reasonable consultation substantial compliance with the CompanyEC Merger Regulation. Subject to Section 6.03(c), that is advisable, to obtain the Competition Act Approval. Each each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consentsthe EC Filings, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and the EC Filings. In connection with and without limiting the foregoing, RJR and the RJR Board shall (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other mandatory Transaction Agreement and (y) if any state takeover statute or appropriate Consentssimilar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Transaction Agreements.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the identification and obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate registrations and filings necessary Registrations (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, including those set forth in Section 3.4(b) of the Disclosure Schedule, with each party bearing its costs for obtaining the waivers, approvals and consents referred to in clauses (ivi) and (ii) of this sentence, (iii) subject to Section 6.13, the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the TransactionsMerger, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions Merger and to fully carry out the purposes of this Agreement; provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.3. In connection with and without limiting Notwithstanding the foregoing, the Company and Parent its Subsidiaries shall duly filenot be obligated to prepay or redeem debt (or notes), amend or waive the provisions of any Contract, or to pay any consent or similar fees or payments, or divest any assets or enter into commitments regarding the conduct of its business or licensing of technology or know-how, in consultation each case unless such action is conditioned upon the consummation of the Merger. Without limitation of the foregoing, each of Parent and cooperation the Company undertakes and agrees (x) to file as soon as practicable, and in any event prior to 10 business days after the date hereof, a Notification and Report Form under the HSR Act with the other parties hereto, with the U.S. United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice the notification and report form (the “HSR FilingAntitrust Division”) and (y) promptly make all necessary registrations and filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (1) any applicable Federal or state securities laws, (2) any applicable competition, antitrust or investment laws of jurisdictions other than the United States and (3) any other applicable law; provided, however, that, subject to appropriate confidentiality protections, the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and all attachments thereto to the non-filing party and its outside counsel. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General 44 or other Governmental Entity in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Entity and, subject to applicable law, permit the other party and its outside counsel to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat, in each case to the extent reasonably practicable; and (iii) furnish as promptly as reasonably practicable the other party with copies of all correspondence, filings, and written communications (and a reasonable explanation of the substance of oral communications) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to this Agreement and the Merger. Without limiting the foregoing, if any objections are asserted with respect to the Transactions transactions contemplated hereby under any antitrust law, or if any suit or proceeding is instituted or threatened by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any antitrust law, the parties shall use their reasonable best efforts promptly as practicable after to resolve any such objections. At the date request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Company or any of its Subsidiaries, provided that any such action may be conditioned upon the consummation of the Merger and the other transactions contemplated by this Agreement. However, notwithstanding any contrary provision of this Agreement. The Company and , Parent shall also duly filenot be required to make any such request, nor shall Parent be required to agree to any prohibition, condition, limitation or other requirement that (A) prohibits or materially limits the ownership, operation or control by the Company, the Company’s Subsidiaries, the Surviving Corporation or Parent or any of their Affiliates of any material portion of the business, operations or assets of the Company, the Company’s Subsidiaries, the Surviving Corporation, Parent or any of their Affiliates, or cause compels the Company, the Company’s Subsidiaries, the Surviving Corporation, Parent or any of their Affiliates to be fileddispose of or hold separate any material portion of their business or assets as a result of the Merger, in consultation (B) seeks to impose limitations on the ability of Parent to acquire, hold, or exercise full rights of direct or indirect ownership of the Surviving Corporation or any of the Company’s material Subsidiaries, including the right to vote the capital stock of the Surviving Corporation on all matters properly presented to the stockholders of the Surviving Corporation and cooperation with to declare or pay dividends on any capital stock of the other parties heretoSurviving Corporation and the Company’s Subsidiaries, all filings and applications(C) would, and submit all documentation and information that is required, individually or in the opinion of Parentaggregate, following reasonable consultation with the Company, that is advisable, reasonably be expected to obtain the Competition Act Approval. Each party shall cooperate with the other party be materially adverse to the extent necessary business, financial condition, assets, liabilities or results of operations of Parent and its Subsidiaries (other than the Company and its Subsidiaries after the Effective Time), taken as a whole, with materiality for purposes of the foregoing being measured in relation to assist the other party size and scale of the operations of the Company and its Subsidiaries taken as a whole or (D) would, individually or in the preparation aggregate, reasonably be expected to result in a material adverse effect on the business, financial condition, assets, liabilities or results of its HSR Filing and any other mandatory or appropriate Consents, to request early termination operations of the waiting period required by the HSR Act andCompany and its Subsidiaries, if requestedtaken as a whole (each of (A) through (D), to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsa “Substantial Burden”).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated hereby, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated hereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement, in consultation take all action necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions transactions contemplated hereby may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of this Agreement. The Company such statute or regulation on the Merger and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or transactions contemplated hereby. Nothing in the opinion of Parent, following reasonable consultation with the Company, that is advisable, this Agreement shall be deemed to obtain the Competition Act Approval. Each party shall cooperate with the other require any party to the extent necessary waive any substantial rights or agree to assist the other party in the preparation any substantial limitation on its operations or to dispose of its HSR Filing and any other mandatory significant asset or appropriate Consents, to request early termination collection of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsassets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties party shall use use, and shall cause its Affiliates to use, its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are reasonably necessary, proper or advisable under applicable Law to consummate and make effective, as promptly as practicable, effective the Reincorporation Merger, the Share Exchange and the other Transactions, including including, but subject to the terms and conditions of this Agreement, (i) the taking satisfaction of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableVII, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable Authorizations and Consents from Governmental Entities and the from, making of all mandatory necessary or appropriate registrations advisable registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be reasonably necessary or advisable to obtain a Consent any Authorizations or Consents from, or to avoid an Action bya Proceeding with, any Governmental EntityEntity or other third-party with respect to this Agreement or the Transactions, including the expiration or termination of any applicable waiting period in respect of the HSR Act and other applicable Antitrust Laws or FDI Laws, (iii) the furnishing all information required to be furnished in connection with obtaining of all mandatory any Authorizations or appropriate Consents from third parties, (iv) the defending of or making any lawsuits filings with any Governmental Entity or other legal proceedingsthird-party, whether judicial and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or administrative, challenging any of their respective Subsidiaries or Affiliates in connection with this Agreement or the consummation of the Transactions, including seeking to have (iv) defending or contesting any stay or temporary restraining order entered Proceedings by any court or other Governmental Entity vacated or reversed third-party challenging this Agreement or the consummation of the Transactions and (v) the execution executing and delivery of delivering any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement so long as such additional instruments are consistent with the terms of this Agreement. Nothing contained in this Section 6.04 shall permit the Company or any Subsidiary thereof to take any action that otherwise requires the consent of approval of Parent pursuant to this Agreement without obtaining such consent or approval. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the obtaining any Authorization or Consent of any Governmental Entity or other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act Person with respect to the Transactions as promptly as practicable after pursuant to this Section 6.04, and subject to the date other terms set forth herein, including the obligations on Parent set forth in Section 6.04(f), none of this Agreement. The the Company and its Subsidiaries, on the one hand, nor Parent nor any of its Affiliates, on the other hand, shall also duly filebe required to make any material payment of any fees, expenses or other consideration (including increased or accelerated payments), other than customary filing fees, or cause agree to be filed, in consultation and cooperation with the any material contractual or other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approvalmaterial concessions. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.49

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (ia) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to Closing to be satisfied as soon promptly as reasonably practicable, (iib) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers and Consents from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiic) the obtaining of all mandatory necessary Consents or appropriate Consents waivers from third parties; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such Consent or waiver may be required (other than nominal filing or application fees), (ivd) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactions, including seeking to have any stay stay, order or temporary restraining order injunction entered by any court or other Governmental Entity preventing consummation of any of the Transactions vacated or reversed and (ve) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this AgreementAgreement and the other Transaction Agreements. In connection with and without limiting the foregoing, (i) the Company and Parent the Company Board shall duly file(A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, in consultation take all action necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other Transactions and (ii) Parent, on behalf of itself and its subsidiaries and affiliates, is hereby deemed to have granted any consent with respect to, and waived compliance with any requirements of, any term or provision of any Contract or arrangement in effect as of the date of this Agreement. The , between and among Parent or any of its subsidiaries or affiliates, on the one hand, and the Company and Parent shall also duly fileor any Company Subsidiaries or affiliates, or cause to be filed, in consultation and cooperation with on the other parties heretohand, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary in order to assist consummate the Transactions without resulting in a breach, default or other party in violation of any such Contract or arrangement. Notwithstanding the preparation of foregoing, the Company and its HSR Filing and Representatives shall not be prohibited under this Section 7.03 from taking any other mandatory or appropriate Consents, to request early termination of the waiting period required action permitted by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsSection 6.02.

Reasonable Best Efforts; Notification. (a) a. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions non-actions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action a Proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided that this Section 6.03 shall not be deemed to (x) expand the obligation of any party with respect to any matter that is otherwise expressly provided for in this Agreement, or (y) require any party to waive any right or condition to any of such party’s obligations hereunder. In connection with and without limiting the foregoing, the Company and Parent the Company Board (i) shall duly filetake all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (ii) shall, in consultation if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all actions necessary to ensure that the Merger and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions may be consummated as promptly as practicable after on the date of terms contemplated by this AgreementAgreement or otherwise act to render such state takeover statute or similar statute or regulation inapplicable to the foregoing. The Notwithstanding the foregoing, the Company and Parent its Representatives shall also duly file, or cause to not be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion prohibited under this Section 6.03 from taking any action permitted by Section 5.02 (Solicitation; Change of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsCompany Recommendation).

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange REIT Merger and the other Transactions, including (i) the taking of using reasonable best efforts to obtain all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableactions or nonactions, (ii) the obtaining of all mandatory or appropriate nonactions waivers, consents, approvals, orders and Consents authorizations from Governmental Entities and the making of to make all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of to take all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity; provided, however, that Parent will not be required to agree to, or proffer to, (iiiA) divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of Parent's, the obtaining Company's or any of all mandatory their respective Affiliates' businesses or appropriate Consents from third parties, (ivB) the defending of cease to conduct business or operations in any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoingjurisdiction in which Parent, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division or any of the Department their respective Affiliates conducts business or operations as of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly fileuse its reasonable best efforts (i) to obtain consents of all third parties necessary, proper or cause advisable for the consummation by the Company or any of its Affiliates of the transactions contemplated by this Agreement (including without limitation obtaining the consents required under the agreements set forth on Section 3.03(b) of the Company Disclosure Letter); provided that, without the prior written consent of the Parent, the Company shall not agree to any significant modification to any contractual arrangement to obtain such consents or certificates; (ii) to provide any notices to third parties required to be filedprovided by the Company or any of its Affiliates prior to the Effective Time, including under any leases or insurance policies; and (iii) to comply in consultation and cooperation all material respects with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination terms of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsinsurance policies.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated hereby, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iii) making all necessary filings, and thereafter making any other required submissions, with respect to this Agreement and the Merger required under the HSR Act and any related governmental request thereunder and under any other applicable law, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Merger or the consummation of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and reversed, (v) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement and (vi) to arrange for the Financing contemplated by the Commitment Letter to be provided on substantially the terms and conditions specified in the Commitment Letter. The Company, Parent and Purchaser shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company, Parent and Purchaser shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement and the Schedule 13E-3) in connection with the transactions contemplated by this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party Board shall cooperate with the other arrangements for obtaining the Financing. Nothing in this Agreement shall be deemed to require any party to the extent necessary waive any substantial rights or agree to assist the other party in the preparation any substantial limitation on its operations or to dispose of its HSR Filing and any other mandatory significant asset or appropriate Consents, to request early termination collection of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsassets.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) substantially complying with a request for additional documents or information under the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableHSR Act or any comparable request from any other Governmental Entity, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions non-actions, waivers and Consents from Governmental Entities and from, the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action by, Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory defending or appropriate Consents from third parties, (iv) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of 42 any of the Transactions, including avoiding the entry of and seeking to have any stay or stay, injunction, temporary restraining order or other restraint entered by any court or other Governmental Entity lifted, vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent the Company Board shall duly file(A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in Section 5.03(c) of this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable actions or non-actions, waivers and Consents from Governmental Entities and consents from, the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action by, Proceeding by any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory or appropriate Consents from third parties, (ivii) the defending or contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viii) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, and notwithstanding any Adverse Recommendation Change, the Company and Parent the Company Board shall duly file(A) take all action necessary to ensure that no Takeover Statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if any Takeover Statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall, and shall cause their respective subsidiaries to, use its reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicablereasonably practicable and in any event prior to the Outside Date, the Reincorporation MergerOffer, the Share Exchange Merger and the other Transactions, including (i) the taking making of all reasonable acts necessary notices to, and the obtaining of all necessary or advisable actions or non-actions, waivers and consents from, any third party (including any Governmental Entity) with respect to cause this Agreement or the conditions set forth Transactions, in Article IX each case as requested by Parent, provided that the Company shall not be required to be satisfied as soon as reasonably practicablemake, or agree to make, any payments, or enter into or amend any Contract, in connection therewith, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations necessary registrations, declarations and filings (including filings with Governmental Entitieswith, if any) and the taking of all reasonable steps as may be necessary to obtain avoid a Consent from, or to avoid an Action Proceeding by, any Governmental EntityEntity with respect to this Agreement or the Transactions, (iii) the obtaining of all mandatory defending or appropriate Consents from third parties, (iv) the defending contesting of any lawsuits or other legal proceedingsProceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with addition and without limiting the foregoing, the Company and Parent the Company Board shall duly file(A) take all action necessary to ensure that no restrictions on business combinations of any Takeover Law or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (B) if the restrictions on business combinations of any Takeover Law or similar statute or regulation becomes applicable to any Transaction or this Agreement, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect use its reasonable best efforts to take all action necessary to ensure that the Transactions may be consummated as promptly as practicable after on the date terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and this Agreement. The Each of Parent and the Company shall not, and Parent shall also duly filenot permit their respective subsidiaries to, enter into or consummate any transaction, agreement, arrangement, or cause acquisition of any ownership interest or assets of any Person, the effect of which would reasonably be expected to be filedimpair, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is requiredmaterially delay or prevent any required approvals, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination expiration of the waiting period required by period, under the HSR Act andAct, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and require any other mandatory approvals or appropriate Consentsfilings under any Foreign Antitrust Laws.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 5.2(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the taking of using reasonable best efforts to take all reasonable acts actions necessary to cause the conditions to Closing set forth in Article IX VII of this Agreement to be satisfied as soon promptly as reasonably practicablepracticable after the date of this Agreement, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, waiver from any Governmental EntityEntity that is required to be obtained to satisfy the condition set forth in Section 7.1(b) and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) that are required to be made to satisfy the condition set forth in Section 7.1(b) and (iii) the obtaining taking of all mandatory commercially reasonable steps as may be necessary to obtain all necessary consents, approvals or appropriate Consents waivers from any third partiesparties reasonably requested by Parent to be obtained in connection with the Merger under the Material Contracts, provided, however, that in no event shall Parent, Merger Sub or the Company be required to pay any fee, penalty or other consideration to any landlord or other person to obtain any such consent, approval or waiver, and (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, file with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions transactions contemplated by this Agreement and as promptly as practicable after the date of this Agreementpracticable. The Company and Parent HSR Filing shall also duly file, or cause to be filed, in consultation and cooperation compliance with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in requirements of the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act ApprovalHSR Act. Each party of Parent and the Company shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsAct.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Offer and the Merger, the Share Exchange and the other Transactionstransactions contemplated by this Agreement, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from any Governmental Entities Authority and the making of all mandatory or appropriate necessary registrations and filings (including filings with any Governmental EntitiesAuthority, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental EntityAuthority, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement; provided, however, that no loan agreement or contract for borrowed money entered into by the Company or any of its Subsidiaries shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent (which approval shall not be unreasonably withheld). Nothing contained in this Section 8.4(a) shall prohibit the Company and its Subsidiaries from taking any action permitted by Section 8.5 or from terminating this Agreement pursuant to Section 10.1. In connection with and without limiting addition to the foregoingobligations set forth above, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with Parent's reasonable requests in connection with Parent's efforts to finalize the other party financing, on terms reasonably satisfactory to the extent Parent, necessary to assist provide Parent and Purchaser with sufficient funds to purchase at the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination Offer Price all of the waiting period shares of Company Common Stock outstanding on a fully diluted basis, including the Company's providing financial statements and financial and other business information reasonably required to be disclosed by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate ConsentsParent in connection therewith.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactions, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX VII to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, any Governmental Entity, (iii) the obtaining of all mandatory or appropriate Consents from third parties, provided that no party shall be required or permitted to incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification to any contractual arrangement to obtain any such Consents, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments mandatory or appropriate to consummate the Transactions and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable (and in any event within 15 Business Days) after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consents. (b) In connection with and without limiting the foregoing, the Company and the Company Board and Parent and the Parent Board shall (x) take all action necessary (including by granting any approvals) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement, take all action necessary (including by granting any approvals) to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such statute or regulation on the Merger and the other Transactions. (c) Notwithstanding this Section 6.03 or anything else to the contrary herein, Parent shall not be required to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses or any other Antitrust 55 Restriction, or to commit or agree to any of the foregoing (each, a “Regulatory Requirement”), and the Company shall not, and nothing in Section 6.03(a) or Section 6.03(b) shall authorize the Company to, commit or agree to a Regulatory Requirement, to obtain any Consents in connection with, or to remove any impediments to the Transactions relating to, the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any Action relating to Antitrust Laws. (d) Subject to applicable Law, each party shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with obtaining all mandatory or appropriate nonactions and Consents from Governmental Entities, and each party shall (i) keep one another reasonably informed as to the status of and the processes and proceedings relating to obtaining nonactions and Consents from Governmental Entities, (ii) give prompt notice to the other party of any direct or indirect communication with a Governmental Entity in connection with the Transactions or with any person alleging that the consent of such person is or may be required in connection with the Transactions, in each case to the extent such other party is not aware of such matter, (iii) prior to making any direct or indirect substantive communication with a Governmental Entity or submission of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals to a Governmental Entity in connection with the Transactions, provide the other party and its counsel a reasonable opportunity to review, and shall consider in good faith the comments of the other party in connection with any such communications, analyses, appearances, presentations, memoranda, briefs, arguments, opinions, or proposals, and (iv) unless impractical, allow the other party to participate in any substantive teleconference or in-person meetings with a Governmental Entity in connection with the Transactions; provided, however, that no notification pursuant to this Section 6.03(d) shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. (e) Notwithstanding this Section 6.03 or anything else to the contrary herein, Parent shall, acting reasonably and in good faith, direct and control all aspects of the parties’ efforts to obtain all mandatory or appropriate nonactions and Consents from Governmental Entities or in any Actions before any Governmental Entity relating to any Antitrust Laws; provided that (i) Parent shall provide the Company with reasonable prior notice of commitments or material actions that Parent proposes to undertake with any Governmental Entity in connection with such efforts and (ii) Parent shall consult with the Company and consider the Company’s views with respect to such matters in good faith. SECTION 6.04.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties party shall use use, and shall cause its Affiliates to use, its reasonable best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things that are reasonably necessary, proper or advisable under applicable Law to consummate and make effective, as promptly as practicable, effective the Reincorporation Merger, the Share Exchange and the other Transactions, including including, but subject to the terms and conditions of this Agreement, (i) the taking satisfaction of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicableVII, (ii) the obtaining of all mandatory necessary or appropriate nonactions advisable Authorizations and Consents from Governmental Entities and the from, making of all mandatory necessary or appropriate registrations advisable registrations, declarations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be reasonably necessary or advisable to obtain a Consent any Authorizations or Consents from, or to avoid an Action bya Proceeding with, any Governmental EntityEntity or other third-party with respect to this Agreement or the Transactions, including the expiration or termination of any applicable waiting period in respect of the HSR Act and other applicable Antitrust Laws or FDI Laws, (iii) the furnishing all information required to be furnished in connection with obtaining of all mandatory any Authorizations or appropriate Consents from third parties, (iv) the defending of or making any lawsuits filings with any Governmental Entity or other legal proceedingsthird-party, whether judicial and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or administrative, challenging any of their respective Subsidiaries or Affiliates in connection with this Agreement or the consummation of the Transactions, including seeking to have (iv) defending or contesting any stay or temporary restraining order entered Proceedings by any court or other Governmental Entity vacated or reversed third-party challenging this Agreement or the consummation of the Transactions and (v) the execution executing and delivery of delivering any additional instruments mandatory or appropriate necessary to consummate the Transactions and to fully carry out the purposes of this Agreement so long as such additional instruments are consistent with the terms of this Agreement. Nothing contained in this Section 6.04 shall permit the Company or any Subsidiary thereof to take any action that otherwise requires the consent of approval of Parent pursuant to this Agreement without obtaining such consent or approval. In connection with and without limiting the foregoing, the Company and Parent shall duly file, in consultation and cooperation with the obtaining any Authorization or Consent of any Governmental Entity or other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act Person with respect to the Transactions as promptly as practicable after pursuant to this Section 6.04, and subject to the date other terms set forth herein, including the obligations on Parent set forth in Section 6.04(f), none of this Agreement. The the Company and its Subsidiaries, on the one hand, nor Parent nor any of its Affiliates, on the other hand, shall also duly filebe required to make any material payment of any fees, expenses or other consideration (including increased or accelerated payments), other than customary filing fees, or cause agree to be filed, in consultation and cooperation with the any material contractual or other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to the HSR Filing and any other mandatory or appropriate Consentsmaterial concessions.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 5.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange Merger and the other Transactionstransactions contemplated by this Agreement, including including, to the extent consistent with its obligation to use its reasonable best efforts, (i) the taking of all reasonable acts obtaining necessary actions or nonactions, waivers and Consents from Governmental Entities that are required to cause be obtained to satisfy the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, Section 7.01(b) and Section 7.02(e)(i) and (iie)(ii) the obtaining of and making all mandatory or appropriate nonactions and Consents from Governmental Entities and the making of all mandatory or appropriate necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent from, or to avoid an Action by, waiver from any Governmental Entity, (iiiEntity that is required to be obtained to satisfy the conditions set forth in Section 7.01(b) the obtaining of all mandatory or appropriate Consents from third parties, (ivand Section 7.02(e)(i) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ve)(ii) the execution and delivery (ii) executing and delivering of any additional instruments mandatory or appropriate necessary to consummate the Transactions Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. In connection with and without limiting the foregoing, the Company shall, and Parent shall cause its affiliates to, duly file, in consultation and cooperation with the other parties hereto, file with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions transactions contemplated by this Agreement and duly make, or cause to be made, the filings and authorizations (the “Other Antitrust Filings”) required under the Merger Regulation of the European Community (the “EC Merger Regulation”) with respect to the transactions contemplated by this Agreement. The HSR Filing and the Other Antitrust Filings shall be made as promptly as practicable after the date of this AgreementAgreement and shall be in compliance with the requirements of the HSR Act or the EC Merger Regulation. The Each of Parent and the Company shall cooperate with the other, and Parent shall also duly file, or cause its affiliates to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion of Parent, following reasonable consultation cooperate with the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, the Other Antitrust Filings and to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information with respect to and the HSR Filing and any other mandatory or appropriate ConsentsEC Merger Regulation.

Reasonable Best Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall Parties agrees to use its all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as in the most expeditious manner practicable, the Reincorporation Merger, the Share Exchange and the other TransactionsTransactions contemplated by this Agreement, including (i) the taking of all reasonable acts necessary to cause the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, (ii) the obtaining of all mandatory necessary actions or appropriate nonactions nonactions, waivers, consents and Consents approvals from any Governmental Entities Entity and the making of all mandatory or appropriate necessary registrations and filings (including filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain a Consent an approval or waiver from, or to avoid an Action action or proceeding by, any Governmental Entity, (iiiii) the obtaining of all mandatory necessary consents, approvals or appropriate Consents waivers from third parties, (iviii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the TransactionsTransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (viv) the execution and delivery of any additional instruments mandatory or appropriate necessary to consummate the Transactions contemplated by, and to fully carry out the purposes of of, this Agreement. In ; provided, however, that in connection with and any filing or submission or other action required to be made or taken by any Party to effect the Transactions contemplated hereby, neither Seller nor any of the Companies shall without limiting the foregoing, the Company prior written consent of Parent commit to any divestiture transaction and Parent shall duly filenot be required to divest or hold separate or otherwise take or commence to take any action that, in consultation and cooperation with the other parties hereto, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement. The Company and Parent shall also duly file, or cause to be filed, in consultation and cooperation with the other parties hereto, all filings and applications, and submit all documentation and information that is required, or in the opinion reasonable discretion of Parent, following reasonable consultation with materially limits its ability to conduct the Company, that is advisable, to obtain the Competition Act Approval. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any other mandatory or appropriate Consents, to request early termination business of the waiting period required by Companies or its ability to retain any material portion of the HSR Act and, if requested, to promptly amend or furnish additional information with respect to assets of the HSR Filing and any other mandatory or appropriate ConsentsCompanies.