Common use of Reasonable Best Efforts; Regulatory Filings and Other Actions Clause in Contracts

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta and Kappa shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as practicable, after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations, clearances, no-action letters and other permits necessary or deemed advisable by Theta and Kappa to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement, including preparing and making a joint, voluntary filing with CFIUS pursuant to Exon-Xxxxxx, (ii) responding as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Entity in connection with any antitrust or competition matters or Exon-Xxxxxx related to the Merger and the other transactions contemplated by this Agreement, (iii) not agreeing to extend any waiting period or to refile under Antitrust Law or Exon-Xxxxxx (except with the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) not entering into any agreement with any Governmental Entity to not consummate the Merger and the other transactions contemplated by this Agreement. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta and Kappa shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta Reasonable Best Efforts; Regulatory Filings. NYSE Euronext, ICE and Kappa NASDAQ OMX shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement (including alternative changes to the market or regulatory structure as promptly may be required to consummate and make effective the Merger) as soon as practicable, after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations, clearances, no-action letters authorizations and other permits Permits (including all approvals and consents to be obtained under the Competition Approvals, and from the SEC and other Governmental Entities) necessary or deemed advisable by Theta and Kappa to be obtained from any third party and/or any Governmental Entity (if any) in order to consummate the Merger transactions contemplated by this Agreement; it being understood that, to the extent permissible by applicable Law, none of the NYSE Euronext Board, NASDAQ OMX Board or ICE Board shall take any action that could prevent the consummation of the Merger, except as otherwise permitted under this Agreement. Nothing in this Section 4.4 shall require, or be construed to require, NASDAQ OMX or ICE to (A) proffer to, or agree to, sell or hold separate and agree to sell, or take any other action with respect to, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of NYSE Euronext, NASDAQ OMX or ICE or any of their respective Subsidiaries or Affiliates (or to consent to any sale, or agreement to sell, by NYSE Euronext, NASDAQ OMX or ICE or any of their respective Subsidiaries or Affiliates, as the case may be, of any of their respective assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a Substantial Detriment to NYSE Euronext, NASDAQ OMX or ICE or (B) agree to any changes or restriction in the market or regulatory structure of NYSE Euronext, NASDAQ OMX or ICE or any of their respective Subsidiaries or Affiliates or in any of their respective operations of any such assets or businesses, if such changes or restrictions would, individually or in the aggregate, reasonably be expected to result in a Substantial Detriment to NYSE Euronext, NASDAQ OMX or ICE. Subject to applicable Law and the instructions of any Governmental Entity, NYSE Euronext, NASDAQ OMX or ICE shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including preparing and making a jointpromptly furnishing the others with copies of notices or other communications received or provided by NYSE Euronext, voluntary filing with CFIUS pursuant NASDAQ OMX or ICE, as the case may be, or any of their respective Subsidiaries, from or to Exon-Xxxxxx, (ii) responding as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Entity in connection with any antitrust or competition matters or Exon-Xxxxxx related respect to the Merger and the other transactions contemplated by this Agreement, (iii) not agreeing to extend any waiting period or to refile under Antitrust Law or Exon-Xxxxxx (except with the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) not entering into any agreement with any Governmental Entity to not consummate the Merger and the other transactions contemplated by this Agreement. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta and Kappa shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreementtransactions.

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta Reasonable Best Efforts; Regulatory Filings. Other than with respect to the CFIUS Clearance (which is covered in Section 5.19) and Kappa the MINEFI Clearance (which is covered in Section 5.20), each of the parties shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws Law to obtain the Technip Merger Order and consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as promptly soon as practicable, after the date hereof, including (i) promptly making all necessary applications under, and otherwise satisfying the requirements of, the UK Merger Regulations, as promptly as practicable after the receipt of the Pre-Merger Certificates and the satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing), (ii) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations, clearances, no-action letters authorizations and other permits Permits (including the Competition Approvals and all approvals and consents to be obtained from the Regulatory Authorities) (collectively, “Consents”) necessary or deemed advisable by Theta and Kappa to be obtained from any third party and/or any Governmental Entity or any Self-Regulatory Organization in order to consummate the Merger and the other transactions contemplated by this Agreement, including preparing and making a joint, voluntary filing with CFIUS pursuant to Exon-Xxxxxx, (ii) responding as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Entity in connection with any antitrust or competition matters or Exon-Xxxxxx related to the Merger and the other transactions contemplated by this Agreement, (iii) not agreeing to extend any waiting period or to refile under Antitrust Law or Exon-Xxxxxx (except with the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) not entering into any agreement with any Governmental Entity to not consummate the Merger and the other transactions contemplated by this Agreement. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta and Kappa shall use using their reasonable best efforts to contest and resist resolve objections as may be asserted with respect to the transactions contemplated by this Agreement under any such action or proceeding and to have vacatedLaws, lifted, reversed or overturned including the defending of any decree, judgment, injunction lawsuits or other Orderlegal proceedings, whether temporaryjudicial or administrative or otherwise, preliminary challenging this Agreement or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order or preliminary injunction entered by any court or other Governmental Entity vacated or reversed, and (iv) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Among other things, in connection with obtaining any Consent from a Governmental Entity that is necessary to be obtained in order to consummate the transactions contemplated by this Agreement, the foregoing shall, subject to the following sentence, require the parties to agree to sell or hold separate and agree to sell, or take any other action (including agreeing and consenting to (x) restrictions on, or impairment of, its ability to own, manage, operate, or otherwise exercise full ownership rights of, any assets or businesses, or interests in any assets or businesses and (y) the creation, termination or amendment of relationships, contractual rights, obligations, ventures or other arrangements) with respect to, before or after the FMCTI Effective Time, any assets or businesses, or interests in any assets or businesses, of Topco, FMCTI, Technip or any of their respective Subsidiaries, as applicable (or agreeing to consent to any such sale, or agreement to sell, by Topco, FMCTI, Technip or any of their respective Subsidiaries, as applicable and as the case may be, of any of its assets or businesses). However, no party shall, in connection with the obligations imposed by this Section 5.5(a), (x) be required to take any action if such action (I) would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on FMCTI or Technip or (II) is not conditioned on the consummation of the Mergers or (y) take any action without the other party’s prior written consent (which consent shall not be withheld, conditioned or delayed if doing so would be inconsistent with such party’s obligations under this Section 5.5(a)). Notwithstanding anything in this Agreement to the contrary, the parties agree to make, or cause to be made, the commitments set forth in Section 5.5(a) of the FMCTI Disclosure Letter and Technip Disclosure Letter (for the avoidance of doubt, including in connection with obtaining the MINEFI Clearance).

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta Seller and Kappa Buyer shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement Transactions as promptly as practicable, after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations, clearances, no-action letters and other permits necessary or deemed advisable by Theta Seller and Kappa Buyer to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this AgreementTransactions, including preparing and making a filing for Finnish CFIUS Approval and a joint, voluntary filing with CFIUS pursuant to Exon-Xxxxxx, (ii) responding as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Entity in connection with any antitrust or competition matters or Exon-Xxxxxx related to the Merger and the other transactions contemplated by this AgreementTransactions, (iii) not agreeing to extend any waiting period or to refile under Antitrust Law or Exon-Xxxxxx (except with the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) not entering into any agreement with any Governmental Entity to not consummate the Merger and the other transactions contemplated by this AgreementTransactions. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement Transaction as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta Seller and Kappa Buyer shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this AgreementTransactions.

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta and Kappa Each Party shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective its reasonable best efforts to take or cause to be taken all actionsappropriate action, and do to do, or cause to be done done, all things, things necessary, proper or advisable on its part under this Agreement to cause the conditions set forth in Section 10.1 and applicable Laws (in the case of Oxford) Section 10.2 or (in the case of Cambridge) Section 10.3 to be satisfied and to consummate and make effective the Merger and the other transactions contemplated by Transactions as soon as practicable, including using its reasonable best efforts to obtain, or cause to be obtained, all waivers, permits, consents, approvals, authorizations, qualifications and orders of all Governmental Bodies and officials and parties to Contracts with Cambridge, Oxford or any of their respective Subsidiaries that may be or become necessary for the performance of obligations pursuant to this Agreement and the consummation of the Merger and the other Transactions. Notwithstanding the foregoing, none of Oxford, any of its Subsidiaries or any Affiliates shall have any obligation to agree to amend or modify any Contract or pay any fees, costs or expenses to any third party in connection with obtaining any such waivers, permits, consents, approvals, authorizations, qualifications or orders. Each Party shall cooperate and assist one another in good faith (i) in connection with all actions to be taken pursuant to this Section 7.10(a), including the preparation and making of the filings referred to herein and, if requested, amending or furnishing additional information hereunder, and (ii) in seeking, as promptly as practicable, after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all such waivers, permits, consents, registrations, approvals, authorizations, clearancesqualifications and orders. Upon the terms and subject to the conditions set forth in this Agreement (including Section 7.10(b)), no-action letters and other permits necessary or deemed advisable by Theta and Kappa each Party agrees to make any filings required to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement, including preparing and making a joint, voluntary filing with CFIUS made pursuant to Exon-Xxxxxxthe HSR Act, (ii) responding as promptly as reasonably practicable to any inquiries the EU Merger Regulation or requests for additional information and documentary material received from any Governmental Entity in connection other applicable Antitrust Laws with any antitrust or competition matters or Exon-Xxxxxx related respect to the Merger and the other transactions contemplated Transactions as promptly as practicable and to supply as promptly as practicable to the appropriate Governmental Bodies any additional information and documentary material that may be requested by such Governmental Bodies pursuant to the HSR Act, the EU Merger Regulation or such other applicable Antitrust Laws. All such antitrust filings to be made shall be made in substantial compliance with the requirements of the HSR Act, the EU Merger Regulation and such other applicable Antitrust Laws, as applicable. All filing fees payable to Governmental Bodies in connection with the foregoing shall be borne exclusively by Cambridge, and Cambridge shall promptly reimburse Oxford and its Affiliates for any such fees paid by such Persons in connection with this Agreement, (iii) not agreeing to extend any waiting period or to refile under Antitrust Law or Exon-Xxxxxx (except with the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) not entering into any agreement with any Governmental Entity to not consummate the Merger and the other transactions contemplated by this Agreement. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta and Kappa shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this AgreementTransactions.

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta Reasonable Best Efforts; Regulatory Filings. Holdco, NYSE Euronext and Kappa Deutsche Börse shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement (including the Holdco Articles of Association or alternative changes to the market or regulatory structure as promptly may be required to consummate and make effective the Offer and the Merger) as soon as practicable, after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations, clearances, no-action letters authorizations and other permits Permits (including all approvals and consents to be obtained under the Competition Approvals, CFIUS under the Exon-Xxxxxx Amendment, and from the SEC and the Regulatory Authorities) (collectively, “Consents”) necessary or deemed advisable by Theta and Kappa to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the Merger transactions contemplated by this Agreement; it being understood that, to the extent legally by applicable Law, neither of the Deutsche Börse Boards nor the NYSE Euronext Board shall take any action that could prevent the consummation of the Offer or the Merger, except as otherwise permitted under this Agreement. Nothing in this Section 7.4 shall require, or be construed to require, Holdco, NYSE Euronext or Deutsche Börse to (A) proffer to, or agree to, sell or hold separate and agree to sell, or take any other action with respect to, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of Holdco, NYSE Euronext, Deutsche Börse or any of their respective Subsidiaries or affiliates (or to consent to any sale, or agreement to sell, by Holdco, NYSE Euronext or Deutsche Börse or any of their respective Subsidiaries or affiliates, as the case may be, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a Substantial Detriment to NYSE Euronext, Deutsche Börse or Holdco or (B) agree to any changes or restriction in the market or regulatory structure of Holdco, NYSE Euronext or Deutsche Börse or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses, if such changes or restrictions would, individually or in the aggregate, reasonably be expected to result in a Substantial Detriment to NYSE Euronext, Deutsche Börse or Holdco. Subject to applicable Law and the instructions of any Governmental Entity, Holdco, NYSE Euronext and Deutsche Börse shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including preparing and making a jointpromptly furnishing the other with copies of notices or other communications received or provided by Holdco, voluntary filing with CFIUS pursuant NYSE Euronext or Deutsche Börse, as the case may be, or any of their respective Subsidiaries, from or to Exon-Xxxxxx, (ii) responding as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Entity in connection with any antitrust or competition matters or Exon-Xxxxxx related respect to the Merger and the other transactions contemplated by this Agreement, (iii) not agreeing to extend any waiting period or to refile under Antitrust Law or Exon-Xxxxxx (except with the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) not entering into any agreement with any Governmental Entity to not consummate the Merger and the other transactions contemplated by this Agreement. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta and Kappa shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreementtransactions.

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta REASONABLE BEST EFFORTS; REGULATORY FILINGS. Holdco, NYSE Group and Kappa Euronext shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable respectivereasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement (including the New Holdco Charter and the New Holdco Bylaws or alternative changes to the market or regulatory structure as promptly may be required to consummate and make effective the Offer and the Merger) as soon as practicable, after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations, clearances, no-action letters authorizations and other permits Permits (including all approvals and consents to be obtained under the HSR Act, under the Governmental Approvals, and from the SEC and the European Regulators) (collectively, "CONSENTS") necessary or deemed advisable by Theta and Kappa to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the Merger transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Holdco shall not be entitled to withdraw the Offer after it has been filed with the AMF, except if such withdrawal is made in connection with the termination of this Agreement in accordance with Section 9.5. Nothing in this Section 7.4 shall require, or be construed to require, NYSE Group or Euronext to (A) proffer to, or agree to, sell or hold separate and agree to sell, or take any other action with respect to, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of Holdco, NYSE Group, Euronext or any of their respective Subsidiaries or affiliates (or to consent to any sale, or agreement to sell, by Holdco, NYSE Group or Euronext or any of their respective Subsidiaries or affiliates, as the case may be, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a Substantial Detriment to NYSE Group, Euronext or Holdco or (B) agree to any changes or restriction in the market or regulatory structure of Holdco, NYSE Group or Euronext or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses, if such changes or restrictions would, individually or in the aggregate, reasonably be expected to result in an Substantial Detriment to NYSE Group, Euronext or Holdco. Subject to applicable Law and the instructions of any Governmental Entity, NYSE Group and Euronext shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including preparing and making a jointpromptly furnishing the other with copies of notices or other communications received or provided by NYSE Group or Euronext, voluntary filing with CFIUS pursuant as the case may be, or any of their respective Subsidiaries, from or to Exon-Xxxxxx, (ii) responding as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Entity in connection with any antitrust or competition matters or Exon-Xxxxxx related respect to the Merger and the other transactions contemplated by this Agreement, (iii) not agreeing to extend any waiting period or to refile under Antitrust Law or Exon-Xxxxxx (except with the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) not entering into any agreement with any Governmental Entity to not consummate the Merger and the other transactions contemplated by this Agreement. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta and Kappa shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreementtransactions.

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta and Kappa shall cooperate with each other and use (Buyer shall, and shall cause their respective its Affiliates to, and, where applicable, the Company shall, and shall cause its Subsidiaries to use) to, use their respective reasonable best efforts to take take, or cause to be taken taken, all actions, and do to do, or cause to be done done, and to assist and cooperate in doing, all things, things necessary, proper or advisable on its part under this Agreement and applicable Laws Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement Closing as promptly as practicablereasonably practicable and cause the satisfaction at the earliest practicable date of all of the conditions to their respective obligations to consummate the Closing. In furtherance of the foregoing, Buyer shall, and shall cause its Affiliates to, and, where applicable, the Company shall, and shall cause its Subsidiaries to, take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate in good faith in doing, all things necessary, proper or advisable under applicable Law to make or cause to be made the registrations, declarations and filings required of such Party under the HSR Act and any Other Regulatory Approval Laws (such registrations, declarations and filings, collectively, the “Regulatory Filings”) with respect to the Transactions as promptly as reasonably practicable and advisable after the date hereof, including but in any event file the Notification and Report Form under the HSR Act no later than ten (i10) preparing Business Days after the date hereof, and filing as promptly as practicable such initial filings from the Parties shall request early termination of any applicable waiting period under the HSR Act, and all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations, clearances, no-action letters and other permits necessary or deemed advisable by Theta and Kappa to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement, including preparing and making a joint, voluntary filing with CFIUS pursuant to Exon-Xxxxxx, (ii) responding Regulatory Filings as promptly as reasonably practicable to any inquiries or requests for additional information practicable). Each of Buyer (on its own behalf and documentary material received from any Governmental Entity in connection with any antitrust or competition matters or Exon-Xxxxxx related to the Merger on behalf of its Affiliates) and the other transactions contemplated by this Agreement, Company (iiion its own behalf and on behalf of its Subsidiaries) agrees (A) not agreeing to withdraw or refile any Regulatory Filing or extend any waiting period under the HSR Act or to refile under Antitrust any Other Regulatory Approval Law or Exon-Xxxxxx (enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of the other Party, (B) subject to applicable Law, to furnish to the other Party heretoas promptly as reasonably practicable all information required for any application or other filing to be made by the other Party pursuant to any applicable Law in connection with the Transactions, which consent (C) subject to applicable Law, to respond as promptly as reasonably practicable to any inquiries received from, and supply as promptly as reasonably practicable any additional information or documentation that may be requested by, the Antitrust Division of the U.S. Department of Justice (the “DOJ”), the U.S. Federal Trade Commission (“FTC”) or any other Governmental Entity in respect of such Regulatory Filings, this Agreement or the Transactions, (D) subject to applicable Law, to promptly notify the other Party of any material communication between that Party and the FTC, the DOJ or any other Governmental Entity in respect of any Regulatory Filings or any inquiry or Action relating to this Agreement or the transactions contemplated hereby and of any material communication received or given in connection with any Action by a private party relating to the transactions contemplated hereby, (E) subject to applicable Law, to discuss with and permit the other Party (and its counsel) to review in advance, and consider in good faith the other Party’s reasonable comments in connection with, any Regulatory Filing or communication to the FTC, the DOJ or any other Governmental Entity or, in connection with any Action by a private party to any other Person, relating to any Regulatory Filing or inquiry or Action relating to this Agreement, or the Transactions, (F) subject to applicable Law, to not participate or agree to participate in any substantive meeting, telephone call or discussion with the FTC, the DOJ or any other Governmental Entity in respect of any Regulatory Filing, investigation or inquiry relating to this Agreement or the Transactions without consulting with the other Party in advance and, to the extent not prohibited by such Governmental Entity, giving the other Party the opportunity to attend and participate in such meeting, telephone call or discussion, (G) subject to applicable Law, to promptly furnish the other Party with copies of all correspondence, filings and communications between them and their Affiliates, on the one hand, and the FTC, the DOJ or any other Governmental Entity or members of their respective staffs, on the other hand, with respect to any Regulatory Filing, inquiry or Action relating to this Agreement or the Transactions, and (H) subject to applicable Law, to act in good faith and reasonably cooperate with the other Party in connection with any Regulatory Filings and in connection with resolving any investigation or inquiry of any such agency or other Governmental Entity under the HSR Act or any other Law with respect to any such Regulatory Filing, this Agreement or the Transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other party pursuant to this Section 5.02 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be unreasonably withhelddisclosed by such outside counsel to employees, conditioned officers or delayed)directors of the recipient without the advance written consent of the disclosing Party. The Parties hereto agree to treat information protected from disclosure under the attorney-client privilege, and (iv) not entering into work product doctrine, joint defense privilege or any agreement other privilege pursuant to this Section 5.02 in a manner so as to preserve the applicable privilege. Any filing fees associated with any Governmental Entity to not consummate the Merger and the other transactions contemplated Regulatory Filing shall be paid by this Agreement. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta and Kappa shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this AgreementBuyer.

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta Reasonable Best Efforts; Regulatory Filings. Yankees, Braves and Kappa Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part their respective parts under this Agreement and applicable Laws to consummate and make effective the Merger Mergers and the other transactions contemplated by this Agreement as promptly soon as reasonably practicable, after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, non-disapprovals, authorizations, clearances, no-action letters licenses and other permits Permits (including all approvals, non-disapprovals, non-objections and consents to be obtained under the Competition Approvals, and from the SEC and other Governmental Entities) necessary or deemed advisable by Theta and Kappa to be obtained from any third party and/or any Governmental Entity (if any) in order to consummate the transactions contemplated by this Agreement; it being understood that, to the extent permissible by applicable Law, none of the Yankees Board, the Braves Board or the Parent Board shall take any action that could prevent the consummation of the Merger, except as otherwise permitted under this Agreement. Subject to applicable Law, contractual requirements and the instructions of any Governmental Entity, Yankees, Braves and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices or other communications received or provided by Yankees, Braves or Parent, as the case may be, or any of their respective Subsidiaries, from or to any Governmental Entity with respect to such transactions. Each of Braves, Parent and Yankees will, and will cause its respective Affiliates to, cooperate with the other Party and provide such assistance as the other Party may reasonably request to promote the Merger and the other transactions contemplated by this Agreement and facilitate the Closing. Nothing in this Section 4.4 shall require, or be construed to require, Yankees, Braves or Parent to agree to any condition to any consents, registrations, approvals, non-disapprovals, authorizations, licenses or other permits that are not conditioned on the consummation of the Merger and the other transactions contemplated by this Agreement, including preparing and making a joint, voluntary filing with CFIUS pursuant to Exon-Xxxxxx, (ii) responding as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Entity in connection with any antitrust or competition matters or Exon-Xxxxxx related to the Merger and the other transactions contemplated by this Agreement, (iii) not agreeing to extend any waiting period or to refile under Antitrust Law or Exon-Xxxxxx (except with the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) not entering into any agreement with any Governmental Entity to not consummate the Merger and the other transactions contemplated by this Agreement. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta and Kappa shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

Reasonable Best Efforts; Regulatory Filings and Other Actions. (a) Theta Reasonable Best Efforts; Regulatory Filings. Holdco, NYSE Group and Kappa Euronext shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement (including the New Holdco Charter and the New Holdco Bylaws or alternative changes to the market or regulatory structure as promptly may be required to consummate and make effective the Offer and the Merger) as soon as practicable, after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, authorizations, clearances, no-action letters authorizations and other permits Permits (including all approvals and consents to be obtained under the HSR Act, under the Governmental Approvals, and from the SEC and the European Regulators) (collectively, “Consents”) necessary or deemed advisable by Theta and Kappa to be obtained from any third party and/or any Governmental Entity or Self-Regulatory Organization (if any) in order to consummate the Merger transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Holdco shall not be entitled to withdraw the Offer after it has been filed with the AMF, except if such withdrawal is made in connection with the termination of this Agreement in accordance with Section 9.5. Nothing in this Section 7.4 shall require, or be construed to require, NYSE Group or Euronext to (A) proffer to, or agree to, sell or hold separate and agree to sell, or take any other action with respect to, before or after the Effective Time, any assets, businesses, or interests in any assets or businesses of Holdco, NYSE Group, Euronext or any of their respective Subsidiaries or affiliates (or to consent to any sale, or agreement to sell, by Holdco, NYSE Group or Euronext or any of their respective Subsidiaries or affiliates, as the case may be, of any of its assets or businesses), if such action would, individually or in the aggregate, reasonably be expected to result in a Substantial Detriment to NYSE Group, Euronext or Holdco or (B) agree to any changes or restriction in the market or regulatory structure of Holdco, NYSE Group or Euronext or any of their respective Subsidiaries or affiliates or in any of their respective operations of any such assets or businesses, if such changes or restrictions would, individually or in the aggregate, reasonably be expected to result in an Substantial Detriment to NYSE Group, Euronext or Holdco. Subject to applicable Law and the instructions of any Governmental Entity, NYSE Group and Euronext shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including preparing and making a jointpromptly furnishing the other with copies of notices or other communications received or provided by NYSE Group or Euronext, voluntary filing with CFIUS pursuant as the case may be, or any of their respective Subsidiaries, from or to Exon-Xxxxxx, (ii) responding as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Entity in connection with any antitrust or competition matters or Exon-Xxxxxx related respect to the Merger and the other transactions contemplated by this Agreement, (iii) not agreeing to extend any waiting period or to refile under Antitrust Law or Exon-Xxxxxx (except with the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), and (iv) not entering into any agreement with any Governmental Entity to not consummate the Merger and the other transactions contemplated by this Agreement. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law or Exon-Xxxxxx, each of Theta and Kappa shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreementtransactions.