Common use of Reasonable Best Efforts to Complete Clause in Contracts

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII IX to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, none of Parent, Acquisition Sub or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ‎Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, to consummate and make effective the transactions contemplated by this AgreementTransactions, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, licenses, orders, registrations, permits, consents, approvals, orders and authorizations from third parties and/or Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyTransactions. In addition to the foregoing, neither Parent or Parent, Acquisition Sub, Sub on the one hand, nor the Company, Company on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger Transactions or the ability of such party to fully perform its obligations under the AgreementTransaction Agreements. Notwithstanding anything to the contrary herein, (i) the Company shall not be required prior to the Charter Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of provide any additional security (including a guaranty) ), or otherwise assume make any other concession or agree to assume amendment, in each case under any Liability that is not conditioned upon the consummation of the MergerContracts, registrations, orders, permits or licenses, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contractsuch Contracts, registrations, orders, permits or licenses and (ii) the Company and its Representatives shall not be prohibited under this Section 6.01(a) from taking any action permitted by Section 5.03. (b) Each of Parent agreesand Acquisition Sub on the one hand, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective TimeCompany on the other hand, Parent shall notpromptly inform the other of any substantive or material communication from any Governmental Authority regarding any of the Transactions in connection with any filings or investigations with, by or before any Governmental Authority relating to the Transaction Agreements or the Transactions, including any proceedings initiated by a private party. In connection with and shall cause its Affiliates not without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) enter into give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Transactions, (ii) give each other an opportunity to participate in each of such meetings, (iii) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Transactions, (iv) provide each other (or consummate counsel of each party, as appropriate) with copies of all written communications to or from any agreements Governmental Authority relating to the Transactions and (v) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clause Section 7.01(c). Any such disclosures, rights to participate or arrangements for an acquisition provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information or other competitively sensitive information. (via stock purchasec) Each of Parent, mergerAcquisition Sub and the Company shall cooperate with one another in good faith to: (i) promptly determine whether any filings with Governmental Authorities are required to be or should be made, consolidationand whether any other consents, purchase of assets approvals, permits or otherwise) of authorizations are required to be or should be obtained, from any ownership interest or assets of Governmental Authority under any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required other applicable Law in connection with the transactions contemplated hereby (including the Merger), or Transactions and (ii) promptly make any filings, furnish information required in connection therewith and use reasonable best efforts to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the Transactions. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.01, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the Transactions. Notwithstanding the foregoing or any other provision of this Agreement, neither the Company nor any of its Affiliates shall, without Parent’s prior written consent, and neither Parent nor any of its Affiliates shall be required to, agree to divest, sell, dispose of, hold separate or otherwise take or agree commit to take any other action (including entering into agreements that limits its freedom of action with respect to any equity investmentsbusinesses or assets of the Company or any of its Subsidiaries that are material to the Company and its Subsidiaries, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtainingtaken as a whole, or which would reasonably any businesses or assets of Parent or its Affiliates. Notwithstanding anything in this Section 6.01 to the contrary, in no event shall the Company or any of its Subsidiaries be expected required to result in propose, commit to or effect any action that is not conditioned on the failure to obtain, any approvals consummation of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions provisions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Purchaser and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including by: (i) using its reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; satisfied or fulfilled; (ii) using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, appropriate consents, waivers and approvals, orders and authorizations from Governmental Authorities to provide all necessary notices, under Material Contracts so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement, provided that in the event that the other parties to any such Contract, including any lessor or licensor of any Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract, the Company shall not make or commit to make any such payment or provide any such consideration without Parent’s prior written consent; (iii) making all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent and obtaining all necessary actions or Acquisition Subnon-actions, on the one handwaivers, nor the Companyclearances, on the other handconsents, shall take any actionapprovals, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting orders and authorizations from Governmental Authorities in connection with this Agreement and the consummation of the Offer or transactions contemplated hereby; (iv) executing and delivering any additional mutually acceptable instruments mutually deemed necessary to consummate the Merger or the ability of such party transactions contemplated by, and to fully perform carry out the purposes of, this Agreement; and (v) assisting the other parties in (A) making all necessary registrations, declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby, including by providing such information regarding itself, its obligations under Affiliates and their respective operations as may be requested in connection with a filing by it or any of its Subsidiaries, (B) obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby, and (C) delivering any additional mutually acceptable instruments mutually deemed required to be made, obtained or delivered to consummate the transactions contemplated by this Agreement. . (b) Notwithstanding anything to the contrary hereinset forth in this Agreement, nothing in this Section 7.2 or elsewhere in this Agreement shall be deemed to require Parent or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not Subsidiary thereof to (i) enter into litigate or consummate otherwise contest any agreements administrative or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets judicial action or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably proceeding that may be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required brought in connection with the transactions contemplated hereby (including the Merger), by this Agreement or (ii) take or agree to take any other action (including entering into agreements with respect to divesture by itself or any equity investmentsof its Affiliates of shares of capital stock or of any business, joint ventures, acquisitions, mergers, consolidations assets or business combinations) which would reasonably be expected to result in any delay in obtainingproperty, or which would reasonably be expected to result in the failure to obtain, any approvals imposition of any Governmental Authority required in connection with limitation on the transactions contemplated hereby (including the Merger)ability of any of them to conduct their business or to own or exercise control of such assets, or which would otherwise reasonably be expected to prevent or delay the Mergerproperties and stock.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its respective Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause each of the conditions to the Offer set forth in Section 2.1(a1.1(a) and Annex A to be satisfied and cause each of the conditions to the Merger set forth in Article VIII VII to be satisfiedsatisfied as promptly as practicable after the date of this Agreement; (ii) obtain without limitation of Section 6.3, obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities Bodies and make all necessary registrations, declarations and filings with any Governmental Authorities, Bodies that are necessary to consummate the Offer and the Merger; and (iii) at the written request of Parent, obtain all necessary or appropriate consents, waivers and approvals Consents from third parties under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) have the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to or enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody) under any Contract. (b) Each of Parent and the Company agrees, on behalf of itself themselves and its their respective Affiliates, that, between the date of this Agreement and the Effective Time, neither Parent shall notnor the Company shall, and neither Parent nor the Company shall cause its Affiliates not to (i) to, enter into any definitive agreements for, or consummate any agreements or arrangements for consummate, an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest in, or assets of of, any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, obtain any regulatory approvals required in connection with the consummation of the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would otherwise reasonably be expected to result in any prevent or materially delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals consummation of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party Party or parties hereto Parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfiedsatisfied or fulfilled as promptly as reasonably practicable; (ii) obtain all necessary consents, waivers and approvals under any Contracts to which the Company, Parent or any of their Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Merger); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities Entities, as may be required under any applicable Antitrust Laws or otherwise, including the expiration or termination of any applicable waiting periods and make making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any); (iv) provide any required notices and execute any required documents to ensure that any Permits, including Environmental Permits, required for the operation of the Company and Business Facilities after the Closing have been obtained and are in full force and effect; (v) take such steps as may be necessary to consummate the Offer and the Merger; and (iii) obtain all necessary avoid a Legal Proceeding by, any Governmental Entity or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party other Person in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition by this Agreement, including the Merger; (vi) execute or deliver any additional instruments reasonably necessary to consummate the foregoingtransactions contemplated by, neither Parent or Acquisition Sub, on and to fully carry out the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect purposes of, preventing, impairing, delaying or otherwise adversely affecting this Agreement; and (vii) obtain the consummation consents set forth on Section 6.7(a) of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary hereinCompany Disclosure Letter (collectively, the Company shall not be required prior to “Approvals”) as promptly as practicable following the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms date of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contractthis Agreement. (b) Without limiting the generality of Section 6.7(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement (but in no event later than as required by Applicable Law), (x) each of Parent agreesand the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Merger) as required by the HSR Act, as well as the applicable pre-merger notification filings, forms and submissions with each of the non-U.S. Governmental Entities set forth on behalf Section 6.7(b) of itself the Company Disclosure Letter, (y) the Company shall submit to the OCS the OCS Notice and Parent shall submit to the OCS the Parent OCS Undertaking, and (z) the Company shall deliver any notices and make any filings that may be required in order to obtain each of the Approvals. Each of Parent and the Company shall promptly (i) reasonably cooperate and coordinate (to the extent not prohibited by Applicable Law or by the applicable Governmental Entity) with the other in the making of such filings or the delivery of such notices, as the case may be; (ii) supply the other with any information that may be reasonably required in order to effectuate such filings and delivery of such notices; and (iii) Parent shall pay all fees and expenses (other than attorneys’ fees) incurred in connection with filings made in connection with this Section 6.7(b). Each Party shall, to the extent not prohibited by Applicable Law or by the applicable Governmental Entity, (A) promptly inform the other Party or Parties, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including the Merger), (B) to the extent practicable, give the other Party reasonable advance notice of all substantive oral communications with any Governmental Entity regarding the Merger or any other transaction contemplated by this Agreement, (C) with respect to any substantive oral communication, give the other Party a reasonable opportunity to participate in such discussions, and, to the extent a Party does not participate in such discussions, the Party having such discussions shall promptly provide the non-participating Party with a summary of such discussions and (D) cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry from a Governmental Entity or in connection with any Legal Proceeding initiated by a Governmental Entity, including informing the other Party as soon as practicable of any such investigation, inquiry or Legal Proceeding, and consulting in advance, to the extent practicable, before making any presentations or submissions to a Governmental Entity. Each Party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may reasonably redact the material as necessary to (A) remove personally sensitive information, (B) remove references concerning the valuation of the Company and its AffiliatesSubsidiaries or Parent and its Subsidiaries conducted in connection with the approval and adoption of this Agreement and the negotiations and investigations leading thereto, (C) comply with contractual arrangements, (D) prevent the loss of a legal privilege, or (E) comply with Applicable Law. (c) Without limiting the generality of the foregoing, Parent shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to take any and all actions necessary to obtain each Consent required under or in connection with any applicable Antitrust Law, and to enable all waiting periods under any applicable Antitrust Law to expire or terminate, and to avoid or eliminate any impediment under any applicable Antitrust Law that may be asserted by any Governmental Entity so as to enable the consummation of the Merger as promptly as practicable, and in any event prior to the Termination Date. (d) Each of the Parties agrees that, between the date of this Agreement and the Effective Timeearlier of the date on which all required approvals under applicable Antitrust Laws have been obtained or the expiration or termination of any applicable waiting periods under applicable Antitrust Laws has occurred and the termination of this Agreement in accordance with Article VIII, Parent it shall not, and shall cause ensure that none of its Affiliates not to (i) Subsidiaries shall, enter into any definitive agreement providing for, or consummate announce, any agreements investment, acquisition, divestiture or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets other business combination that would reasonably be expected to result materially impede, materially delay or prevent or adversely affect the ability of the Parties to obtain any Consent of any Governmental Entity required under applicable Antitrust Laws or the expiration or termination of any applicable waiting period under applicable Antitrust Laws, in any delay in obtainingeach case, or necessary to result in the failure to obtain, any regulatory approvals required in connection with consummate the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergerby this Agreement.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Offer and the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and on Annex A to be satisfied hereto and cause the conditions to the Merger set forth in Article VIII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain file with the SEC, as and when required under the Exchange Act, all annual, quarterly and current reports required to be filed by the Company under the Exchange Act for any and all periods ending prior to the scheduled expiration date of the Offer, which such annual, quarterly and current reports shall comply as to form, in all material respects, with the rules and regulations of the SEC applicable to such reports and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary actions or non-actionsin order to make the statements therein, waiversin light of the circumstances under which they are made, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Mergernot misleading; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has hereby (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of including the Offer or and the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, Merger) as Parent and the Company shall not be required prior to may, in good faith, reasonably determine are necessary or advisable; provided that the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, failure to obtain any such consent (so long as the Company or its Subsidiaries employed reasonable best efforts (which shall not require any payment to the consenting Person) to obtain such consent) shall not, waiver in and of itself, constitute a breach of the covenant in this Section 7.5; and (iv) obtain all necessary actions or approval material non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the expiration or termination of any Person applicable waiting periods, making all necessary registrations, declarations and filings (including any registrations, declarations and filings with Governmental Authority) under any ContractEntities, if any). (b) Parent agreesWithout limiting the generality of the foregoing provisions of Section 7.5(a) hereof, on behalf of itself (i) as soon as may be reasonably practicable following the Agreement Date, and its Affiliates, that, between in any event within ten Business Days after the date hereof, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act and (ii) as soon as may be reasonably practicable following the Agreement Date, each of Parent and the Company shall file comparable pre-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by any Foreign Antitrust Laws or reasonably be deemed desirable by Parent, in each case as Parent may reasonably deem necessary and/or appropriate. Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings and (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and that Parent reasonably deems necessary and/or appropriate. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), or (ii) take or agree then such party shall use reasonable best efforts to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtainingmake, or which would cause to be made, as soon as reasonably be expected to result practicable and after consultation with the other party, an appropriate response in the failure to obtaincompliance with such request. The Company shall not extend, directly or indirectly, any approvals of any Governmental Authority waiting periods required in connection with the HSR Act or Foreign Antitrust Laws, or enter into any agreement with any Governmental Entity to delay the consummation of the transactions contemplated hereby unless so directed by Parent. Parent shall not extend, directly or indirectly, any waiting periods required in connection with the HSR Act or Foreign Antitrust Laws, or enter into any agreement with any Governmental Entity to delay the consummation of the transactions contemplated hereby unless such action is consented to by the Company. (c) Without limiting the generality of the foregoing provisions of Section 7.5(a) hereof, in the event that any state anti-takeover or other similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement (including the Offer and the Merger), each party shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Offer and the Merger) may be consummated in the most expeditious manner practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Offer and the Merger). (d) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to, and the Company and its Subsidiaries shall not, agree to any sale, divestiture, license or other disposition of shares of capital stock or of any business, assets or property, or which the imposition of any limitation on the ability of any of them to conduct their respective businesses or to own or exercise control of such stock, businesses, assets or properties, if (i) such actions reasonably would otherwise reasonably be expected to prevent have a material adverse effect on (A) the Company and its Subsidiaries, taken as a whole, or delay (B) the Mergerbenefits expected to be derived by Parent and its Subsidiaries from the transactions contemplated by this Agreement or (ii) such actions reasonably would be expected to have a material adverse effect on the operations or businesses of Parent and its Subsidiaries, taken as a whole (assuming for purposes of this determination that Parent and its Subsidiaries are of the equivalent size, and have equivalent revenues, to the Company and its Subsidiaries, taken as a whole).

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub, Merger Sub LLC and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts Contracts, Leases or Company IP Agreements to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby (including the Merger) so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Without limiting the generality of the foregoing provisions of Section 6.5(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Merger) as required by the HSR Act (and each of Parent and the Company shall use reasonable best efforts to file such Form within ten (10) Business Days following the execution and delivery of this Agreement), as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by the Antitrust Laws of any applicable foreign jurisdiction. Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) take supply the other with any information that may be required in order to effectuate such filings, (iii) supply any additional information that reasonably may be required or agree to take requested by the FTC, the DOJ or the competition or merger control authorities of any other action applicable jurisdiction, and (iv) share equally all filing fees and expenses incurred in connection with filings made in connection with this Section 6.5(b) (excluding, for the avoidance of doubt, all fees and expenses payable to any attorneys, accountants or other advisors incurred in connection with this Section 6.5(b), which shall be paid by the party incurring such expenses). Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including entering into agreements the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any equity investmentsthe transactions contemplated by this Agreement (including the Merger), joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected then such party shall use reasonable best efforts to result in any delay in obtainingmake, or which would cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Subject to Applicable Law, no filing of, or amendment or supplement to, or written correspondence with any Governmental Entity or its staff with respect to such Antitrust Laws shall be expected made by the Company or Parent without providing the other party a reasonable opportunity to result review and comment thereon. (c) Without limiting the generality of the foregoing provisions of Section 6.5(a), in the failure event that any Takeover Law is or becomes applicable to obtainthis Agreement or any of the transactions contemplated by this Agreement (including the Merger), any approvals the Company, at the direction of any Governmental Authority required the Company Board, shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in connection with this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Merger). (d) Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that: (i) neither Parent nor Merger Sub shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) neither Parent nor Merger Sub shall be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license 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 or any of its Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Parent or any of its Affiliates to freely conduct their business or own such assets, or which would otherwise reasonably be expected (C) the holding separate of the shares of Company Common Stock or any limitation or regulation on the ability of Parent or any of its Affiliates to prevent or delay exercise full rights of ownership of the Mergershares of Company Common Stock (any of the foregoing, an “Antitrust Restraint”).

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall, and shall cause each of their respective Subsidiaries 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and any other Person and make all necessary registrations, declarations declarations, notifications and filings with Governmental AuthoritiesAuthorities or any other Person, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Both Parent agreesand the Company agree, on behalf of itself themselves and its their respective Affiliates, that, between the date of this Agreement and the Effective Time, neither Parent shall notnor the Company shall, and neither Parent nor the Company shall cause its Affiliates not to (i) to, enter into or consummate any definitive agreements or arrangements for for, or consummate, an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts Contracts, Leases or Company IP Agreements to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby (including the Merger) so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Without limiting the generality of the foregoing provisions of Section 6.5(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Merger) as required by the HSR Act (and each of Parent and the Company shall use reasonable best efforts to file such Form within ten (10) Business Days following the execution and delivery of this Agreement), as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by the Antitrust Laws of any applicable foreign jurisdiction. Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) take supply the other with any information that may be required in order to effectuate such filings, (iii) supply any additional information that reasonably may be required or agree to take requested by the FTC, the DOJ or the competition or merger control authorities of any other action applicable jurisdiction, and (iv) share equally all filing fees and expenses incurred in connection with filings made in connection with this Section 6.5(b) (excluding, for the avoidance of doubt, all fees and expenses payable to any attorneys, accountants or other advisors incurred in connection with this Section 6.5(b), which shall be paid by the party incurring such expenses). Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including entering into agreements the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any equity investmentsthe transactions contemplated by this Agreement (including the Merger), joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected then such party shall use reasonable best efforts to result in any delay in obtainingmake, or which would cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Subject to Applicable Law, no filing of, or amendment or supplement to, or written correspondence with any Governmental Entity or its staff with respect to such Antitrust Laws shall be expected made by the Company or Parent without providing the other party a reasonable opportunity to result review and comment thereon. (c) Without limiting the generality of the foregoing provisions of Section 6.5(a), in the failure event that any Takeover Law is or becomes applicable to obtainthis Agreement or any of the transactions contemplated by this Agreement (including the Merger), any approvals the Company, at the direction of any Governmental Authority required the Company Board, shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in connection with this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Merger). (d) Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that: (i) neither Parent nor Merger Sub shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) neither Parent nor Merger Sub shall be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license 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 or any of its Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Parent or any of its Affiliates to freely conduct their business or own such assets, or which (C) the holding separate of the shares of Company Common Stock or any limitation or regulation on the ability of Parent or any of its Affiliates to exercise full rights of ownership of the shares of Company Common Stock, other than, in the case of clauses (A), (B) or (C) above, for any such sale, divestiture, license, disposition, holding separate, limitation or regulation that would otherwise reasonably be expected immaterial to prevent or delay the MergerParent and/or the Company and their respective Subsidiaries, taken as a whole (any of the foregoing, an “Antitrust Restraint”).

Reasonable Best Efforts to Complete. (a) Upon Subject to Section 6.2(b) and Section 6.2(c) hereof, upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Purchaser and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and on Annex A hereto to be satisfied or fulfilled; and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or material non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and make Entities, the expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any). (b) Without limiting the generality of the foregoing provisions of Section 6.3(a) hereof, in the event that are necessary any Takeover Law is or becomes applicable to consummate this Agreement or any of the Offer transactions contemplated by this Agreement, each party shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated in the most expeditious manner practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such Takeover Law on this Agreement and the Merger; transactions contemplated hereby. (c) Each of Parent, Purchaser and the Company shall file comparable pre-merger notification filings, forms and submissions with any Governmental Entity that may be required by any Antitrust Laws. Each of Parent, Purchaser and the Company shall use reasonable best efforts to promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings and (iii) obtain all necessary supply any additional information that reasonably may be required or requested by any Governmental Entity charged with enforcing, applying, administering, or investigating any Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraining trade or abusing a dominant position (collectively, “Antitrust Laws”), including the FTC, the Antitrust Division of the DOJ, any attorney general of any state of the United States, the European Commission or any other competition authority of any jurisdiction (“Antitrust Authority”). Each party hereto shall use reasonable best efforts to promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate consentsresponse in compliance with such request. None of Parent, waivers and approvals under any Material Contracts to which Purchaser or the Company shall extend, directly or indirectly, any of its Subsidiaries is a party waiting periods required in connection with this Agreement and the Antitrust Laws, or enter into any agreement with any Governmental Entity to delay the consummation of the transactions contemplated hereby. In addition hereby unless such action is consented to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on by the other hand, shall take any action, or fail to take any action, that is intended to, or has party (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company which consent shall not be required prior to the Effective Time to pay any consent unreasonably withheld, delayed or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractconditioned), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; and (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary Merger or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any actionaction that, or fail to take any actionaction if such failure, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including including, but not limited to using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfied; (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations declarations, submissions of information, applications and other documents and filings with Governmental Authorities, that are necessary to consummate the Offer Authorities in connection with this Agreement and the Mergerconsummation of the transactions contemplated hereby; and (iiic) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Material Contracts following the consummation of the Offer transactions contemplated by this Agreement; (d) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and consummate the transactions contemplated hereby; (e) defend against any lawsuit or other Legal Proceeding challenging this Agreement, or the transactions contemplated hereby or thereby in order to enable the parties hereto to consummate the transactions contemplated hereby; and (f) contest, appeal and remove any Order that is being proposed by any Governmental Authority or other Person, or any Order that has been issued, granted or entered, in either case which has or may have the effect of prohibiting or otherwise preventing the Merger or in order to enable the ability of such party parties hereto to fully perform its obligations under consummate the Agreementtransactions contemplated hereby. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of to provide any additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger), to obtain any consent, waiver or approval the consent of any Person (including any Governmental Authority) lessor or licensor under any ContractLease. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; and (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary Merger or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition SubAcquisition, on the one hand, nor the Company, on the other hand, shall take any actionaction that, or fail to take any actionaction if such failure, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby (including the Merger) so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Without limiting the generality of the foregoing provisions of Section 6.5(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Merger) as required by the HSR Act, as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by the merger notification or control Laws and regulations of any applicable foreign jurisdiction or be deemed desirable by Parent, in each case as Parent may deem necessary and/or appropriate. Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) take supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or agree to take requested by the FTC, the DOJ or the competition or merger control authorities of any other action jurisdiction and that Parent reasonably deems necessary and/or appropriate. Parent and the Company shall share equally all fees and expenses incurred in connection with filings made in connection with this Section 6.5(b). Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including entering into agreements the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any equity investmentsthe transactions contemplated by this Agreement (including the Merger), joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected then such party shall use reasonable best efforts to result in any delay in obtainingmake, or which would cause to be made, as soon as reasonably be expected to result practicable and after consultation with the other party, an appropriate response in compliance with such request. (c) Without limiting the generality of the foregoing provisions of Section 6.5(a), in the failure event that any Takeover Law is or becomes applicable to obtainthis Agreement or any of the transactions contemplated by this Agreement (including the Merger), any approvals the Company, at the direction of any Governmental Authority required the Company Board, shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in connection with this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Merger). (d) Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that: (i) neither Parent nor Merger Sub shall have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) neither Parent nor Merger Sub shall be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license 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 Subsidiaries or the Company or any of its Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Parent or any of its Subsidiaries to freely conduct their business or own such assets, or which (C) the holding separate of the shares of Company Common Stock or any limitation or regulation on the ability of Parent or any of its Subsidiaries to exercise full rights of ownership of the shares of Company Common Stock, other than, in the case of clauses (A), (B) and (C) above, for any such sale, divestiture, license, disposition, holding separate, limitation or regulation that, individually or in the aggregate, would otherwise reasonably be expected immaterial to prevent or delay Parent and/or the MergerCompany and their respective Subsidiaries, taken as a whole (with materiality, for purposes of this provision, being measured in relation to the Company and its Subsidiaries taken as a whole) (any of the foregoing, an “Antitrust Restraint”).

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Offer and the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and on Annex A to be satisfied hereto and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby (including the Offer and the Merger) so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Offer and the Merger); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Authorities, the Merger expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any); (iv) resolve such objections if any, as the ability FTC, the Antitrust Division of such party the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or jurisdiction or any Person may assert under the HSR Act or comparable Legal Requirements of any foreign Governmental Authority with respect to the transactions contemplated by this Agreement; and (v) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully perform its obligations under carry out the purposes of, this Agreement. Notwithstanding anything With respect to clause (ii) above, (A) all fees, costs and expenses to obtain, and satisfy the contrary hereinconditions of the consents to be obtained by the Company hereunder (including the consents of all lessors of Leased Real Property) shall be paid and borne entirely by the Company, and (B) if the lessor, master lessor, sublessor, or licensor under any Lease conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding the transactions contemplated by this Agreement, the Company shall not be required prior to the Effective Time to pay any payment of a consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon ), the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any ContractCompany shall be solely responsible for making all such payments and providing all such additional security. (b) Parent agreesWithout limiting the generality of the foregoing provisions of Section 6.5(a), on behalf of itself as soon as may be reasonably practicable following the execution and its Affiliates, that, between the date delivery of this Agreement (but in no event more than ten (10) Business Days thereafter, unless (x) the filing party has not received from the other party hereto any information regarding such other party required to be included in any such filing, whereupon the filing party shall not be required to make any such filing until such filing party receives the requisite information from the other party hereto, or (y) the other party hereto is not prepared to make the required corresponding filings with the same Governmental Authority (if applicable), whereupon the filing party shall not be required to make any such filing until the other party hereto is prepared to make the requisite corresponding filing with the same Governmental Authority), each of Parent and the Effective Time, Parent Company shall not, and shall cause its Affiliates not to file (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase with the Bureau of assets or otherwise) Competition of any ownership interest or assets the FTC and the Antitrust Division of any Person if such ownership interest or assets would reasonably be expected the DOJ a Notification and Report Form relating to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with this Agreement and the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, and (ii) any comparable pre-merger notification filings, forms and submissions with any foreign Governmental Authority under the merger notification or control laws and regulations of any applicable foreign jurisdiction, in each case as Parent reasonably determines in good faith to be necessary or appropriate to consummate the transactions contemplated by the Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of, and supply the other with any information that may be required in order to effectuate, such filings or responses to requests for additional information or documentary material, (ii) take promptly inform the other party or agree to take parties hereto, as the case may be, of any other action communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement (including entering into agreements the Offer and the Merger), except that written communications may be redacted (A) to remove references concerning the valuation of the Company’s business, and (B) as necessary to preserve any legal privilege, (iii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or material oral communication with respect any such Governmental Authority (which, at the request of either of the parties, shall be limited to outside antitrust counsel only), (iv) not participate in any meeting with any such Governmental Authority unless it consults with the other in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate thereat, and (v) furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Authority. Neither Parent nor the Company shall consent to any equity investments, joint ventures, acquisitions, mergers, consolidations voluntary extension of any statutory deadline or business combinations) which would reasonably be expected waiting period or to result in any voluntary delay in obtaining, or which would reasonably be expected to result in of the failure to obtain, any approvals consummation of the transactions contemplated by this Agreement at the behest of any Governmental Authority required without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Parent shall pay the filing fees in connection with any such filings that must be made by any of the parties under this Section 6.5(b). (c) Without limiting the generality of the foregoing provisions of Section 6.5(a), in the event that any state anti-takeover or other similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement (including the Offer and the Merger), the Company, at the direction of the Company Board, shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Offer and the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Offer and the Merger). (d) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be deemed to require Parent or the Company or any Subsidiary thereof to (i) agree to an Adverse Regulatory Condition, or which would (ii) litigate against or otherwise reasonably be expected contest any suit, litigation or other similar legal proceeding relating to prevent this Agreement, the Tender and Voting Agreements or delay any of the transactions contemplated hereby or thereby (including the Offer and the Merger).

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Agreement, including Section 6.26.5, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities Entities and make all necessary registrations, declarations and filings with Governmental AuthoritiesEntities, that are necessary to consummate the Offer and Merger. In furtherance thereof, the Merger; and (iii) Company shall, if requested, use commercially reasonable efforts to obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition SubParent, Merger Sub nor HoldCo, on the one hand, nor nor, except for actions taken in accordance with Section 6.3, the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ofpayments) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions provisions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Purchaser and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including by: (i) using its reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; satisfied or fulfilled; (ii) using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, appropriate consents, waivers and approvals, orders and authorizations from Governmental Authorities to provide all necessary notices, under Material Contracts so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement; provided, however, that in the event that the other parties to any such Contract, including any lessor or licensor of any Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract, the Company shall not make or commit to make any such payment or provide any such consideration without Parent’s prior written consent; (iii) making all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent and obtaining all necessary actions or Acquisition Subnon-actions, on the one handwaivers, nor the Companyclearances, on the other handconsents, shall take any actionapprovals, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting orders and authorizations from Governmental Authorities in connection with this Agreement and the consummation of the Offer or transactions contemplated hereby; (iv) executing and delivering any additional mutually acceptable instruments mutually deemed necessary to consummate the Merger or the ability of such party transactions contemplated by, and to fully perform carry out the purposes of, this Agreement; and (v) assisting the other parties in (A) making all necessary registrations, declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby, including by providing such information regarding itself, its obligations under Affiliates and their respective operations as may be requested in connection with a filing by it or any of its Subsidiaries, (B) obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby, and (C) delivering any additional mutually acceptable instruments mutually deemed required to be made, obtained or delivered to consummate the transactions contemplated by this Agreement. . (b) Notwithstanding anything to the contrary hereinset forth in this Agreement, nothing in this Section 7.1 or elsewhere in this Agreement shall be deemed to require Parent or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not Subsidiary thereof to (i) enter into litigate or consummate otherwise contest any agreements administrative or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets judicial action or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably proceeding that may be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required brought in connection with the transactions contemplated hereby (including the Merger), by this Agreement or (ii) take or agree to take any other action (including entering into agreements with respect to divesture by itself or any equity investmentsof its Affiliates of shares of capital stock or of any business, joint ventures, acquisitions, mergers, consolidations assets or business combinations) which would reasonably be expected to result in any delay in obtainingproperty, or which would reasonably be expected to result in the failure to obtain, any approvals imposition of any Governmental Authority required in connection with limitation on the transactions contemplated hereby (including the Merger)ability of any of them to conduct their business or to own or exercise control of such assets, or which would otherwise reasonably be expected to prevent or delay the Mergerproperties and stock.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Parent and the Company shall cooperate fully with the other and 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicablepossible, the Acquisition Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to by (i) cause obtaining (and cooperating with the conditions to the Offer set forth other in Section 2.1(aobtaining) and Annex A any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be satisfied obtained or made by Parent or the Company in connection with the Acquisition Merger, and cause making any and all registrations and filings that may be necessary or advisable to obtain the conditions approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required by the Merger set forth in Article VIII to be satisfied; HSR Act and any other applicable Antitrust Laws, (ii) obtain obtaining all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any of the Parent Material Contracts, Company Material Contracts to which the and Company or any of its Subsidiaries is a party Real Property Leases in connection with the Acquisition Merger, (iii) authorizing for listing on the NASDAQ, upon official notice of issuance, the shares of Nanometrics Delaware Common Stock to be issued in the Acquisition Merger, (iv) reserving for issuance the shares of Parent Common Stock issuable upon the exercise of all Assumed Options, (v) defending any Lawsuit or other proceeding, whether brought by a Governmental Entity or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (vi) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes and intent of this Agreement. (b) Each of the Company and Parent shall keep the other reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advising the other orally of) any communications from or with any Governmental Entity (whether domestic, foreign or supranational) with respect to the transactions contemplated hereby, (ii) permitting the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity, (iii) not participating in any meeting with any such Governmental Entity unless it consults with the other in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnishing the other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the consummation of the transactions contemplated hereby, and (v) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. In addition Each of the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the foregoingother under this Section 7.6 as outside "counsel only" and, neither Parent or Acquisition Subin such event, on such material and the one hand, nor information contained therein shall be given only to the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation outside legal counsel of the Offer recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the Merger recipient unless express permission is obtained in advance from the source of the materials or the ability of such party to fully perform its obligations under the Agreement. legal counsel. (c) Notwithstanding anything to the contrary hereinset forth in this Section 7.6 or elsewhere in this Agreement, the Company neither Parent nor any of its affiliates shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into sell or consummate any agreements dispose of or arrangements for an acquisition hold separately (via stock purchase, merger, consolidation, purchase of assets through a trust or otherwise) of any ownership interest assets or assets of any Person if such ownership interest businesses or assets would reasonably be expected to result interests in any delay assets or businesses of Parent, the Company or their respective affiliates or make any other change in obtainingany portion of the businesses of the Company or Parent or incur any other limitation on the conduct of the businesses of the Company or Parent to obtain such clearances, consents, authorizations, orders, approvals and exemptions or agree to do, or submit to result in the failure to obtainorders providing for, any regulatory approvals required of the foregoing, in connection with each case whether before or after the transactions contemplated hereby (including the Merger)Acquisition Merger Effective Time, or (ii) if any governmental body that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Acquisition Merger, take or agree to take any other action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order. (including entering into agreements d) In case at any time after the Acquisition Merger Effective Time any further action is necessary to carry out the purposes of this Agreement or to vest the Surviving Corporation with respect full title to any equity investmentsall properties, joint venturesassets, acquisitionsrights, mergersapprovals, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals immunities and franchises of any Governmental Authority required in connection with of the transactions contemplated hereby (including parties to the Acquisition Merger), or which would otherwise the proper officers and directors of each party hereto shall take all such necessary action as may be reasonably be expected requested by Nanometrics Delaware to prevent or delay the Mergerachieve such intent.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement and subject to (including for the avoidance of doubt Section 6.26.3(c)), each of Parentthe Parties hereto shall use (and cause its respective affiliates to use) reasonable best efforts (subject to, Acquisition Sub and in accordance with, applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement (including the Merger), including using reasonable best efforts in: (i) causing the conditions to the Merger set forth in ARTICLE V hereof to be satisfied or fulfilled; (ii) obtaining all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; (iii) obtaining all necessary consents, approvals or waivers from third parties; (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement (including the Merger) and (v) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement (including the Merger). (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) use its reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (ii) use 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 all other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with effective the transactions contemplated hereby (including the Merger), and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or (ii) take other communications received by the Company or agree to take Parent, as the case may be, or any other action (including entering into agreements of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and Parent shall permit counsel for the other Party reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected proposed written communication to result any Governmental Entity. Each of the Company and Parent agrees not to participate in any delay substantive meeting or discussion, either in obtainingperson or by telephone, or which would reasonably be expected to result in the failure to obtain, any approvals of with any Governmental Authority required Entity in connection with the proposed transactions contemplated hereby (including unless it consults with the Merger)other Party in advance and, or which would otherwise reasonably be expected to prevent or delay the Mergerextent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII ARTICLE VII hereof to be satisfied; satisfied or fulfilled, (ii) make any filings necessary under the HSR Act or under the Antitrust Laws of any other Governmental Entity as set forth in Section 7.01(b) of the Company Disclosure Letter (the “Specified Jurisdictions”) as promptly as practicable, provided that any filings required under the HSR Act shall be made within (10) Business Days after the date hereof, (iii) comply to the extent necessary with any request for information by the United States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”), or any Governmental Entity, including any request for additional information and documentary material under the HSR Act, (iv) except as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, taken as a whole after the Closing, of the pro forma Parent and its Subsidiaries (together with the Surviving Company and its Subsidiaries), obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, obtain the expiration or termination of any applicable waiting periods, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, that are if any), and take all steps as may be necessary to obtain any actions or non-actions, waivers, consents, approvals, Orders and authorizations from, and to avoid an action or proceeding by, any Governmental Entity and any impediment to the consummation of the Merger under any Applicable Laws (including Antitrust Laws), (v) defend against any Legal Proceeding challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, and (vi) execute or deliver any additional instruments reasonably necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition by, and to fully carry out the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect purposes of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, if the counterparty to any Contract or the lessor or licensor under any Lease, conditions its grant of a consent upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of any fee or other financial consideration, the Company shall not make such payments without Parent’s consent (which consent shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractunreasonably withheld), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself The Company and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not use reasonable best efforts to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result cooperate and coordinate with the other party in the failure to obtaintaking of the actions contemplated by Section 6.05(a), any regulatory approvals required (ii) provide such assistance as the other party may reasonably request in connection with the foregoing, including supplying the other party with any information that the other party may reasonably request in order to effectuate the taking of such actions, and (iii) keep the other party reasonably and timely informed of any developments, meetings, or discussions with any Governmental Entity, and any inquiries or requests for additional information, from any Governmental Entity. If the Company or Parent receives a formal or informal request for additional information or documentary material from any Governmental Entity with respect to the Merger or the other transactions contemplated hereby, then it shall use reasonable best efforts to make, or cause to be made, as promptly as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. To the extent reasonably practicable, legal counsel for Parent and for the Company shall have the right to review in advance, and will consult with the other party on and consider in good faith the views of the other party in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries and Representatives, that appears in any written materials submitted to, any third party or Governmental Entity in connection with the Merger and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Information disclosed pursuant to this Section 6.05 shall be subject to the Confidentiality Agreement. Neither Parent nor the Company shall be required to comply with any of the foregoing provisions of this Section 6.05(b) to the extent that such compliance would be prohibited by Applicable Law. The parties shall not voluntarily extend any waiting period associated with any consent, approval, Order and authorization of any Governmental Entity or enter into any agreement with any Governmental Entity not to consummate the Merger and the other transactions contemplated hereby, except with the prior written consent of the other parties (not to be unreasonably withheld, conditioned or delayed). (c) In connection with and without limiting the foregoing, unless prohibited by Applicable Law or by the applicable Governmental Entity, the parties hereto agree to: (i) give each other reasonable advance notice of all substantive discussions or meetings with any Governmental Entity relating to the Merger or any other transactions contemplated hereby; (ii) give each other an opportunity to participate in each of such substantive discussions or meetings where permitted by Applicable Law and the relevant Governmental Entity; (iii) keep the other party reasonably apprised with respect to any substantive communications with any Governmental Entity regarding the Merger or any other transactions contemplated hereby; (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger or any other transactions contemplated hereby, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Entity; (v) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Entity relating to the Merger or any other transactions contemplated hereby; and (vi) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with any Governmental Entity with respect to all efforts to satisfy the conditions set forth in Section 7.01(b) and Section 7.01(c). Any such disclosures, rights to participate or provisions of information by one party to the other under this Section 6.05 may be made on an outside counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information, and may be withheld or redacted as necessary to comply with contractual arrangements, to preserve attorney-client, attorney work product or other legal privilege, or the extent required under applicable Law. (d) Without limiting the generality of the foregoing provisions of Section 6.05(a), in the event that any Takeover Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement (including the Merger), each of Parent, Merger Sub and, at the direction of the Company Board, the Company shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Merger). (e) Without limiting the generality of the foregoing, Parent and the Company shall each cause their respective direct and indirect majority shareholders to cooperate and to provide all such information as may be required by any Governmental Entity in connection with any of the foregoing or otherwise in connection with the Merger and the other transactions contemplated by this Agreement, and references above in this Section 6.05 to Parent and the Company shall include an obligation of each party to cause its respective direct and indirect majority shareholders to act as required of that party by such provisions. (f) Nothing in this Agreement shall require Parent or Merger Sub, nor shall the Company or any of its Subsidiaries without the prior written consent of Parent agree or proffer to, divest, hold separate, or enter into any license or similar agreement with respect to, or agree to restrict the ownership or operation of, or agree to conduct or operate in a specified manner, any portion of the business or assets of Parent, any Affiliate of Parent, the Company or any of their respective Subsidiaries, if any such action would, or would reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, taken as a whole after the Closing, of the pro forma Parent and its Subsidiaries (together with the Surviving Company and its Subsidiaries). In no event shall Parent or any of its Subsidiaries be obligated to litigate or participate in the litigation of any Legal Proceeding, brought by any Governmental Entity or appeal any order issued, granted or entered by any Governmental Entity (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Agreement or seeking to obtain from Parent or any of its Subsidiaries any damages in connection therewith, or (ii) take seeking to prohibit or agree limit in any respect, or place any conditions on, the ownership or operation by the Company, Parent or any of their respective Affiliates of all or any portion of the business, assets or any product of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries or Affiliates or to take require any such Person to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or enter into a consent decree or hold separate all or any portion of the business, assets or any product of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries or Affiliates, in each case as a result of or in connection with the Merger or any of the other transactions contemplated by this Agreement, if, in each of the cases of clauses (i) and (ii), any such action (including entering into agreements with respect to any equity investmentswould, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, taken as a whole after the Closing, of the pro forma Parent and its Subsidiaries (together with the Surviving Company and its Subsidiaries). (g) Parent shall not, shall cause its Affiliates not to, and shall not cause any Person to, acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to result so acquire, any material assets of or any material stake in the equity in any delay in obtainingother Person or any business or division thereof, if that acquisition or which agreement would reasonably be expected to: (i) materially increase the risk of not obtaining any applicable approval or the expiration or termination of any waiting period in connection with applicable Antitrust Laws with respect to result in the failure to obtain, Merger or any approvals of the other transactions contemplated by this Agreement; (ii) materially increase the risk of any Governmental Authority required Entity entering an order prohibiting the consummation of the Merger or any of the other transactions contemplated by this Agreement or increase the risk of not being able to remove any such order on appeal or otherwise; or (iii) materially prevent or delay receipt of any applicable approval or the expiration or termination of any waiting period in connection with applicable Antitrust Laws with respect to the Merger or any of the other transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergerby this Agreement.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, to consummate and make effective the transactions contemplated by this AgreementTransactions, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, licenses, orders, registrations, permits, consents, approvals, orders and authorizations from third parties and/or Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and Transactions. In furtherance thereof, the Merger; and (iii) Company shall use reasonable best efforts to obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts Contracts, registrations, orders, permits or licenses to which the Company or any of its Subsidiaries holds or is a party in connection with this Agreement the Transaction Agreements and the consummation of the transactions contemplated herebyTransactions so as to maintain and preserve the benefits under such Contracts, registrations, orders, permits or licenses following the consummation of the Transactions. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger Transactions or the ability of such party to fully perform its obligations under the AgreementTransaction Agreements. Notwithstanding anything to the contrary herein, (i) the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or payments) other modifications to (or waivers of) the existing terms of any Contract)than nominal amounts, or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger), to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any ContractContract and (ii) the Company and its Representatives shall not be prohibited under this Section 6.01(a) from taking any action permitted by Section 5.02. (b) Each of Parent agreesand Acquisition Sub, on behalf of itself and its Affiliatesthe one hand, that, between the date of this Agreement and the Effective TimeCompany, Parent on the other hand, shall notpromptly inform the other of any communication from any Governmental Authority regarding any of the Transactions in connection with any filings or investigations with, by or before any Governmental Authority relating to the Transaction Agreements or the Transactions, including any proceedings initiated by a private party. In connection with and shall cause its Affiliates not without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) enter into give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Transactions, (ii) give each other an opportunity to participate in each of such meetings, (iii) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Transactions, (iv) provide each other (or consummate counsel of each party, as appropriate) with copies of all written communications to or from any agreements Governmental Authority relating to the Transactions and (v) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clause Section 7.01(b). Any such disclosures, rights to participate or arrangements for an acquisition provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information. (via stock purchasec) Each of Parent, mergerAcquisition Sub and the Company shall cooperate with one another in good faith to: (i) promptly determine whether any filings with Governmental Authorities are required to be or should be made, consolidationand whether any other consents, purchase of assets approvals, permits or otherwise) of authorizations are required to be or should be obtained, from any ownership interest or assets of Governmental Authority under any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required other applicable Law in connection with the transactions contemplated hereby Transactions and (including ii) promptly make any filings, furnish information required in connection therewith and use reasonable best efforts to obtain timely any such consents, permits, authorizations, approvals or waivers that the Merger)parties determine are required to be or should be made or obtained in connection with the Transactions. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.01, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the Transactions. Notwithstanding the foregoing or any other provision of this Agreement, neither the Company nor any of its Affiliates shall, without Parent’s prior written consent, and neither Parent nor any of its Affiliates shall be required to, agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to (i) any businesses or assets of the Company or any of its Subsidiaries that are material to the Company and its Subsidiaries, taken as a whole, or (ii) take any businesses or agree assets of Parent or its Affiliates. (e) Not later than 3:30 p.m. (New York time) on the Business Day immediately following the date hereof, the Company shall cause to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection filed with the transactions contemplated hereby (including Secretary of State of the Merger), or which would otherwise reasonably be expected to prevent or delay State of Delaware the MergerSeries I Certificate of Designations.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions provisions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub One, Merger Sub Two and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including by: (i) using its reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfied; satisfied or fulfilled; (ii) using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, appropriate consents, waivers and approvals, orders and authorizations from Governmental Authorities to provide all necessary notices, under Material Contracts so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement, provided that in the event that the other parties to any such Contract, including any lessor or licensor of any Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract, the Company shall not make or commit to make any such payment or provide any such consideration without Parent’s prior written consent; (iii) making all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to , and obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities (including the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to haveAntitrust Approval) the effect of, preventing, impairing, delaying or otherwise adversely affecting in connection with this Agreement and the consummation of the Offer or transactions contemplated hereby; (iv) executing and delivering any additional mutually acceptable instruments mutually deemed necessary to consummate the Merger or the ability of such party transactions contemplated by, and to fully perform carry out the purposes of, this Agreement; and (v) assisting the other parties in (A) making all necessary registrations, declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby, including by providing such information regarding itself, its obligations under Affiliates and their respective operations as may be requested in connection with a filing by it or any of its Subsidiaries, (B) obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities (including the Antitrust Approval) in connection with this Agreement and the consummation of the transactions contemplated hereby, and (C) delivering any additional mutually acceptable instruments mutually deemed required to be made, obtained or delivered to consummate the transactions contemplated by this Agreement. . (b) Notwithstanding anything to the contrary hereinset forth in this Agreement, nothing in this Section 6.2 or elsewhere in this Agreement shall be deemed to require Parent or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not Subsidiary thereof to (i) enter into litigate or consummate otherwise contest any agreements administrative or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets judicial action or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably proceeding that may be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required brought in connection with the transactions contemplated hereby (including the Merger), by this Agreement or (ii) take or agree to take any other action (including entering into agreements with respect to divesture by itself or any equity investmentsof its Affiliates of shares of capital stock or of any business, joint ventures, acquisitions, mergers, consolidations assets or business combinations) which would reasonably be expected to result in any delay in obtainingproperty, or which would reasonably be expected to result in the failure to obtain, any approvals imposition of any Governmental Authority required in connection with limitation on the transactions contemplated hereby (including the Merger)ability of any of them to conduct their business or to own or exercise control of such assets, or which would otherwise reasonably be expected to prevent or delay the Mergerproperties and stock.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary hereinFor purposes of this Agreement, the Company “reasonable best efforts”, or any similar undertakings, shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications require Parent to (or waivers ofx) fund more than the existing terms $315,000,000 of any Contract)Debt Financing at Closing, or the provision of additional security (including a guarantyy) or otherwise assume pay (or agree to assume any Liability that is not conditioned upon pay) more for the consummation of the MergerDebt Financing (whether in interest rate, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets fees or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result than the terms set forth in the failure to obtain, Debt Financing Letter and any regulatory approvals required fee letter entered into by Parent and/or Acquisition Sub in connection with the transactions contemplated hereby such Debt Financing Letter (including the Mergergiving effect to any increase in interest rate, fees or otherwise resulting from any lender flex provisions contained in such fee letter), or (iiz) take or agree to take any other action (including entering into agreements with respect to any seek more equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result than is committed in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerEquity Financing Letters.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub, Merger Sub LLC and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfied; satisfied or fulfilled, (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, obtain the expiration or termination of any applicable waiting periods, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, that are if any), and take all steps as may be necessary to obtain any actions or non-actions, waivers, consents, approvals, Orders and authorizations from, and to avoid an action or proceeding by, any Governmental Entity and any impediment to the consummation of the Merger under any applicable Laws (including Antitrust Laws), (iii) defend against any Legal Proceeding challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, and (iv) execute or deliver any additional instruments reasonably necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition by, and to fully carry out the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect purposes of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, if the counterparty to any Contract or the lessor or licensor under any Lease, conditions its grant of a consent upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of any fee or other financial consideration, the Company shall not make such payments without Parent’s consent (which consent shall not be required prior to the Effective Time to pay any consent unreasonably withheld, conditioned or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractdelayed), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Without limiting the generality of the foregoing provisions of Section 6.5(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent agrees, on behalf and the Company shall file with the FTC and the Antitrust Division of itself the DOJ a Notification and its Affiliates, that, between the date of Report Form relating to this Agreement and the Effective Time, transactions contemplated hereby (including the Merger) as required by the HSR Act (and each of Parent and the Company shall notuse reasonable best efforts to file such Form as promptly as practicable, and in any event no later than twelve (12) Business Days, following the execution and delivery of this Agreement), as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by the Antitrust Laws of any applicable foreign jurisdiction (including the Specified Jurisdictions) (and each of Parent and the Company shall cause its Affiliates not use reasonable best efforts to file such filings, forms and submissions as promptly as practicable, and in any event no later than twenty-three (23) Business Days, following the execution and delivery of this Agreement). Each of Parent and the Company shall use reasonable best efforts to promptly (i) enter into cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or consummate any agreements requested by the FTC, the DOJ or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets the competition or otherwise) merger control authorities of any ownership interest other applicable jurisdiction. Each party hereto shall promptly inform the other party or assets parties hereto, as the case may be, of any Person if communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such ownership interest or assets would reasonably be expected Governmental Entity with respect to result in any delay in obtainingthe transactions contemplated by this Agreement (including the Merger), then such party shall use reasonable best efforts to provide, or cause to result be provided, as soon as reasonably practicable and after consultation with the other party, any additional information that reasonably may be required or requested by such Governmental Entity and otherwise make an appropriate response in compliance with such request. Subject to Applicable Law, no filing of, or amendment or supplement to, or written correspondence with any Governmental Entity or its staff with respect to such Antitrust Laws shall be made by the Company or Parent without providing the other party a reasonable opportunity to review and comment thereon and consider in good faith the comments of the party with respect thereto. (c) In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by Applicable Law or by the applicable Governmental Entity, the parties hereto agree to: (i) give each other reasonable advance notice of all substantive discussions or meetings with any Governmental Entity relating to the Merger or any other transactions contemplated hereby; (ii) give each other an opportunity to participate in each of such substantive discussions or meetings where permitted by Applicable Law and the relevant Governmental Entity; (iii) keep the other party reasonably apprised with respect to any substantive communications with any Governmental Entity regarding the Merger or any other transactions contemplated hereby; (iv) cooperate in the failure to obtainfiling of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger or any other transactions contemplated hereby, articulating any regulatory approvals or competitive argument and/or responding to requests or objections made by any Governmental Entity; (v) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Entity relating to the Merger or any other transactions contemplated hereby; and (vi) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with any Governmental Entity with respect to all efforts to satisfy the conditions set forth in Section 7.1(b) and Section 7.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other under this Section 6.5 may be made on an outside counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information, and may be withheld or redacted as necessary to comply with contractual arrangements, to preserve attorney-client, attorney work product or other legal privilege, or the extent required under applicable Law. (d) Without limiting the generality of the foregoing provisions of Section 6.5(a), in connection with the event that any Takeover Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement (including the Merger), the Company, at the direction of the Company Board, shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Merger). (e) Parent shall take all actions with respect to a Divestible Product Line (as defined below) to, as promptly as practicable, eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Governmental Entity with jurisdiction over the enforcement of any Antitrust Law, regarding the Merger, including by (i) proposing, negotiating, offering to commit and effecting (and if such offer is accepted, committing to and effecting), by consent decree, hold separate order or otherwise, the license, sale, divestiture or disposition of such assets (including Intellectual Property Rights and any assets used in multiple product lines, operations or businesses of Parent, the Company or any of their respective Subsidiaries (“Mixed Use Assets”)), businesses and product lines of Parent, the Company and their respective Subsidiaries and Affiliates, now owned or hereafter sought to be acquired, (such license, sale, divestiture or disposition, a “Divestiture”), (ii) otherwise offering or offering to commit to operational restrictions, whether or not such restrictions limit or modify Parent’s rights of ownership in, or ability to conduct its businesses, product lines or operation of its or its Subsidiaries’ assets (including Intellectual Property Rights and Mixed Use Assets), including, after the Closing, the businesses, product lines or operation of the assets (including Intellectual Property Rights and Mixed Use Assets) of the Company or its Subsidiaries, in each case as determined necessary or advisable in order to obtain all consents necessary to satisfy the conditions set forth in Section 7.1(b) and Section 7.1(c) prior to the Termination Date and/or to avoid the entry of, or to effect the dissolution of, any Order that would have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement, and (iii) proposing, negotiating, offering to commit and effecting (and if such offer is accepted, committing to and effecting) supply and other commercial arrangements; provided, however, notwithstanding anything to the contrary set forth in this Agreement, Parent shall not be required to (i) sell, divest, exclusively license, hold separate, or otherwise dispose of, or (ii) grant any non-exclusive license, accept any operational restrictions or take or agree commit to take any other action actions (including entering into agreements supply and other commercial arrangements) which restrictions or actions would limit Parent’s or any of its Subsidiaries’ freedom of action with respect to to, assets, licenses, product lines, operations or businesses of Parent, the Company or any equity investmentsof their respective Subsidiaries that, joint ventures, acquisitions, mergers, consolidations individually or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtainaggregate, any approvals generated total collective revenues in excess of any Governmental Authority required $66,000,000 in connection with Parent’s or the transactions contemplated hereby Company’s fiscal year 2017, as applicable (including the Merger“Revenue Cap”), or which would otherwise reasonably be expected to prevent or delay provided, for purposes of calculating the Merger.Revenue Cap, with respect

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ‎ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations Approvals from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, Authorities that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all execute and deliver any additional instruments necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of consummate the transactions contemplated herebyhereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the CompanyCompany or any of its Subsidiaries, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement (including, with respect to Parent, any action that would reasonably be expected to materially interfere with Parent’s (or any of its Subsidiaries’) ability to make available to the Paying Agent at the Effective Time funds sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement). Notwithstanding anything to the contrary herein, none of Parent, Merger Sub or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Upon the request of Parent, the Company shall use reasonable efforts to make available to Parent agreesaccess to key employees of the Company and its Subsidiaries, on behalf reasonable notice and at reasonable times, for the purpose of itself and its Affiliates, that, discussing post-closing employment and/or retention arrangements between the date Company or Parent and such key employees; provided that any failure, in and of itself, of such employees to engage in such discussions or to reach any agreement with respect to post-Closing employment and retention arrangements shall not be deemed a breach of any provision of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase a failure of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result a condition contained in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerARTICLE VIII.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub One, Merger Sub Two and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including by: (a) using its reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfied; satisfied or fulfilled, including by filing as promptly as practicable after the date hereof with the SEC all annual, quarterly and current reports required to be filed by it under the Exchange Act for any and all periods ending prior to the Effective Time; (iib) using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals approvals, and to provide all necessary notices, under any Material material Contracts to which the Company it or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer transactions contemplated by this Agreement, provided that in the event that the other parties to any such Contract, including any lessor or licensor of any Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the Merger payment of a consent fee, “profit sharing” payment or the ability of such party to fully perform its obligations other consideration, including increased rent payments or other payments under the Agreement. Notwithstanding anything to the contrary hereinContract, the Company shall not be required prior make or commit to the Effective Time to pay make any consent or other similar fee, “profit-sharing” or other similar such payment or other provide any such consideration without Parent’s prior written consent; (including increased rent or other similar payments or any amendmentsc) making all necessary registrations, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the Mergertransactions contemplated hereby, and using its reasonable best efforts to obtain any consentall necessary actions or non-actions, waiver or approval of any Person waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities (including any Governmental Authorityall Antitrust Approvals) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of in connection with this Agreement and the Effective Time, Parent shall notconsummation of the transactions contemplated hereby; (d) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and shall cause its Affiliates not to fully carry out the purposes of, this Agreement; and (ie) enter into or consummate any agreements or arrangements for an acquisition assisting the other parties in (via stock purchaseA) making all necessary registrations, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby (hereby, including the Merger)by providing such information regarding itself, or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably its Affiliates and their respective operations as may be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required requested in connection with a filing by it or any of its Subsidiaries, (B) obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities (including all Antitrust Approvals) in connection with this Agreement and the consummation of the transactions contemplated hereby hereby, and (including C) delivering any additional instruments required to be made, obtained or delivered to consummate the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergertransactions contemplated by this Agreement.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company shall parties hereto will use its their respective reasonable best efforts to take(a) take promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to satisfy all of the conditions to the obligations of the other parties hereto and to consummate and make effective, effective the Merger and the other transactions contemplated hereby in the most expeditious manner practicable; (b) obtain all necessary waivers, consents and approvals of any Governmental Entity with respect to the consummation of the Merger; and (c) effect all necessary registrations and filings with any Governmental Entity to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. Notwithstanding the foregoing and subject to the No Payment Exclusion, including using reasonable best efforts neither Parent nor Company will be required to agree to (i) cause any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of such party, its Affiliates or of the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfiedCompany; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under imposition of any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, limitation on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party party, its Affiliates or the Company to fully perform its obligations under conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the Agreement. Notwithstanding anything to the contrary hereincase of Parent, the businesses of the Company; or (iii) the imposition of any impediment on such party, its Affiliates or the Company shall not be required prior to the Effective Time to pay under any consent statute, rule, regulation, executive order, decree, order or other similar feelegal restraint governing competition, “profit-sharing” monopolies or other similar payment or other consideration restrictive trade practices (including increased rent or other similar payments or any amendments, supplements or other modifications to such action described in (or waivers of) the existing terms of any Contracti), or the provision of additional security (including a guarantyii) or otherwise assume or agree (iii), an “Action of Divestiture”). Nothing herein will require Parent to assume litigate with any Liability that third party, including any Governmental Entity. In furtherance and not in limitation of the foregoing, each party agrees to use its commercially reasonable efforts to file, and to cause each of its Affiliates to file in conjunction with such party, all applications, requests, notices and other filings with any applicable Governmental Entity whose approval is not conditioned upon required in connection with the consummation of the Merger, to obtain including (as applicable) Notification and Report Forms under the HSR Act and any consentother required filings, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agreesif any, on behalf of itself and its Affiliates, that, between as set forth in Exhibit K as promptly as practicable following the date of this Agreement and in any event no later than seven Business Days following the Effective Time, date of this Agreement. Parent shall notand the Company shall, and shall cause its each of their respective Affiliates not to, cooperate in their efforts to (i) enter into or consummate obtain any agreements or arrangements governmental consent required for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerClosing.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of ParentBuyer, Acquisition Sub Seller and the Company SYC 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using its reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII IX to be satisfied; satisfied or fulfilled; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iiib) obtain all necessary or appropriate consents, waivers and approvals approvals, and provide all necessary notices, under any Material Contracts to which the Company Seller, SYC or any of its their respective Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing; (c) make all necessary registrations, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the Offer transactions contemplated hereby, and obtain all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities in connection with this Agreement and the Merger consummation of the transactions contemplated hereby; (d) execute or deliver any additional instruments reasonably necessary to consummate the ability of such party transactions contemplated by, and to fully perform its obligations under carry out the purposes of, this Agreement. ; and Notwithstanding anything to the contrary herein, if the Company shall not be required prior lessor under SYC’s Montreal leased premises conditions its grant of a consent (including by threatening to the Effective Time to pay any consent exercise a “recapture” or other similar termination right) upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of a consent fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), the Selling Entities shall be solely responsible for making all such payments or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergerproviding all such additional security.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party Party or parties Parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using its reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) Annex I and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII ARTICLE IX to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Offer, the Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or and appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, action that is intended to, to or has would (or would reasonably be expected to haveto) the effect ofprevent, preventingimpair, impairingdelay, delaying or otherwise adversely affecting affect the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything For the avoidance of doubt, no action permitted to the contrary hereinbe taken pursuant to Section 6.2 or Section 6.3 shall be prohibited, the or required to be taken, by this section. The Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ‎Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement and the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of ParentNewco, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including including, but not limited to using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfied; (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations declarations, submissions of information, applications and other documents and filings with Governmental Authorities, that are necessary to consummate the Offer Authorities in connection with this Agreement and the Mergerconsummation of the transactions contemplated hereby; and (iiic) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Material Contracts following the consummation of the Offer transactions contemplated by this Agreement; (d) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and consummate the transactions contemplated hereby; (e) defend against any lawsuit or other legal proceeding challenging this Agreement, the Limited Guarantees or the transaction contemplated hereby or thereby in order to enable the parties hereto to consummate the transactions contemplated hereby; and (f) contest, appeal and remove any Order that is being proposed by any Governmental Authority or other Person, or any Order that has been issued, granted or entered, in either case which has or may have the effect of prohibiting or otherwise preventing the Merger or in order to enable the ability of such party parties hereto to fully perform its obligations under consummate the Agreementtransactions contemplated hereby. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of to provide any additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger), to obtain any consent, waiver or approval the consent of any Person (including any Governmental Authority) lessor or licensor under any ContractLease. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, action ,or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consentConsent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Both Parent agreesand Company agree, on behalf of itself themselves and its their Affiliates, that, between the date of this Agreement and the Effective Time, neither Parent shall notnor Company shall, and neither Parent nor Company shall cause its their respective Affiliates not to (i) to, enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required under the HSR Act (including such agreements or arrangements for an acquisition that would cause a delay with respect to the expiration or termination of the applicable waiting periods thereunder) in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub 1, Merger Sub 2 and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled, including by filing as promptly as practicable after the date hereof with the SEC all annual, quarterly and current reports required to be filed by the Company under the Exchange Act for any and all periods ending prior to the Effective Time, which such annual, quarterly and current reports shall comply as to form with the rules and regulations of the SEC applicable to such reports; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer transactions contemplated by this Agreement; (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the Merger expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and (iv) execute or deliver any additional instruments reasonably necessary to consummate the ability of such party transactions contemplated by, and to fully perform its obligations under carry out the purposes of, this Agreement. Notwithstanding anything Without limiting the generality of the foregoing provisions of Section 6.5(a) hereof and to the contrary hereinextent required by applicable Legal Requirements, as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent and/or the Company shall not file applicable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required prior by the merger notification or control laws and regulations of any applicable foreign jurisdiction; provided, however, that the conditions to the Effective Time parties' respective obligations to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications consummate the Merger shall be limited to (or waivers of) the existing terms those conditions specified in Article VII. Each of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent Company shall not, and shall cause its Affiliates not to promptly (i) enter into cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings and (iii) supply any additional information that reasonably may be required or consummate any agreements requested by the competition or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) merger control authorities of any ownership interest other applicable jurisdiction. Each of Parent and the Company shall also cooperate with one another in determining whether any other Consent of or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals with a Governmental Entity is required in connection with the consummation of the transactions contemplated hereby by this Agreement and in seeking or making any such Consent; provided, however, that the conditions to the parties' respective obligations to consummate the Merger shall be limited to those conditions specified in Article VII. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any written communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a written request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In respect of any meeting with a Governmental Entity for the foregoing purpose, to the extent permitted by the applicable Governmental Entity, each party shall give the other the opportunity to attend and participate in any such meeting. Notwithstanding any provision herein to the contrary, neither Parent nor the Company shall, nor shall they permit their respective Affiliates to (x) extend any waiting period, second request period or other period under any merger notification or control laws or enter into any agreement (including the Mergerany timing or standstill letter), consent decree, hold separate order or other similar arrangement with any Governmental Entity in connection with any merger notification or control laws without the prior written consent of the other party or (iiy) take acquire or agree to acquire any assets, business, Person or division thereof if any such acquisition or agreement could have the effect of delaying the Effective Time or preventing the Merger or the other transactions contemplated by this Agreement (including with reference to any merger notification or control laws). Without limiting the generality of the foregoing provisions of Section 6.5(a) hereof, in the event that any state anti-takeover or other similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, at the direction of the Company Board, shall use commercially reasonable efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby. Notwithstanding any provision herein to the contrary, Parent shall negotiate, litigate and take any other action necessary to eliminate any concerns of any Governmental Entity and to avoid the entry (including entering into agreements or to effect the dissolution) of any injunction, temporary restraining Order or other Order in any Legal Proceeding by any Governmental Entity in connection with any merger notification or control laws related to the Merger and the other transactions contemplated by this Agreement that has had or could have the effect of delaying the Effective Time beyond the date set forth in Section 8.1(b) or preventing the Merger or the other transactions contemplated by this Agreement, which negotiation, litigation or taking of other action may include: (i) offering to commit and effect (and, if such offer is accepted, committing to and effecting), by agreement, consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent and any of its Affiliates and, to be effective as of or after the Effective Time, the Surviving Entity and its Affiliates; (ii) otherwise offering to take or offering to commit to take any action (and, if such offer is accepted, taking or committing to take such action) that limits Parent's or the Surviving Entity's freedom of action with respect to, or Parent's or the Surviving Entity's ability to retain, any of the businesses, services or assets of Parent or the Surviving Entity or their respective Affiliates; or (iii) accepting an offer of any such Governmental Entity with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations of the foregoing. The parties acknowledge and agree that the provisions of this Section 6.5(d) require specific results and shall not be satisfied by or business combinationswith the mere exercise of efforts by Parent (including even reasonable best efforts by Parent) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in achieve those results. In connection with the transactions contemplated hereby Company self-disclosure and "narrative account" described in clause (including v) of Section 5.1, Parent will (and will use its best efforts to cause its export control counsel to) respond promptly to any Company requests for advice, input and/or approval, and will otherwise use reasonable efforts to facilitate the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerCompany's timely preparation and filing of such self-disclosure and narrative account.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions provisions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Parent and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including by: (i) using its reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; or fulfilled; (ii) using its reasonable best efforts to make any necessary filings with respect to the Offer under the Exchange Act; (iii) using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, appropriate consents, waivers and approvals, orders and authorizations from Governmental Authorities to provide all necessary notices, under Material Contracts so as to maintain and make preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement; (iv) making all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent and obtaining all necessary actions or Acquisition Subnon-actions, on the one handwaivers, nor the Companyclearances, on the other handconsents, shall take approvals, Orders and authorizations from Governmental Authorities (including any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to havenecessary antitrust approvals) the effect of, preventing, impairing, delaying or otherwise adversely affecting in connection with this Agreement and the consummation of the Offer transactions contemplated hereby; and (v) assisting the other parties in (A) making all necessary registrations, declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby, including by providing such information regarding itself, its Affiliates and their respective operations as may be requested in connection with a filing by it or any of its Subsidiaries and (B) obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, Orders and authorizations from Governmental Authorities (including any necessary antitrust approvals) in connection with this Agreement and the Merger or consummation of the ability of such party to fully perform its obligations under the Agreement. transactions contemplated hereby. (b) Notwithstanding anything to the contrary hereinset forth in this Agreement, nothing in this Section 5.1 or elsewhere in this Agreement shall be deemed to require Parent or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements Subsidiary thereof to agree to any divesture by itself or other modifications to (any of its Affiliates of shares of capital stock or waivers of) the existing terms of any Contract)business, assets or property, or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval imposition of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, limitation on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) ability of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected them to result in any delay in obtaining, conduct their business or to result in the failure to obtainown or exercise control of such assets, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergerproperties and stock.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII IX to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, none of Parent, Acquisition Sub or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and their respective Affiliates, on the one hand, and the Company and its Affiliates, on the other hand, 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (iib) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iiic) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (d) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent Parent, Merger Sub or Acquisition Subtheir respective Affiliates, on the one hand, nor the CompanyCompany or their respective Affiliates, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Parent and the Company shall cooperate fully with the other and 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicablepossible, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to by (i) cause obtaining (and cooperating with the conditions to the Offer set forth other in Section 2.1(aobtaining) and Annex A any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be satisfied obtained or made by Parent or the Company in connection with the Merger, and cause making any and all registrations and filings that may be necessary or advisable to obtain the conditions approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required by the Merger set forth in Article VIII to be satisfied; HSR Act and any other applicable Antitrust Laws, (ii) obtain obtaining all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any of the Parent Material Contracts, Company's Material Contracts to which the and Company or any of its Subsidiaries is a party Real Property Leases in connection with the Merger, (iii) authorizing for listing on the NYSE, upon official notice of issuance, the shares of Parent Common Stock to be issued in the Merger, (iv) reserving for issuance the shares of Parent Common Stock issuable upon the exercise of all Assumed Options, (v) defending any lawsuit or other proceeding, whether brought by a Governmental Entity or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (vi) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes and intent of this Agreement. (b) Each of the Company and Parent shall keep the other reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advising the other orally of) any communications from or with any Governmental Entity (whether domestic, foreign or supranational) with respect to the transactions contemplated hereby, (ii) permitting the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity, (iii) not participating in any meeting with any such Governmental Entity unless it consults with the other in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnishing the other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the consummation of the transactions contemplated hereby, and (v) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. In addition Each of the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the foregoingother under this Section 6.6 as "counsel only" and, neither Parent or Acquisition Subin such event, on such material and the one hand, nor information contained therein shall be given only to the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation legal counsel of the Offer recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the Merger recipient unless express permission is obtained in advance from the source of the materials or the ability of such party to fully perform its obligations under the Agreement. legal counsel. (c) Notwithstanding anything to the contrary hereinset forth in this Section 6.6 or elsewhere in this Agreement, neither Parent nor any of its affiliates shall be required to (i) sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or businesses of Parent, the Company shall not be required prior or their respective affiliates or make any other change in any portion of the businesses of the Company or Parent or incur any other limitation on the conduct of the businesses of the Company or Parent to the Effective Time to pay any consent or other similar feeobtain such clearances, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendmentsconsents, supplements or other modifications to (or waivers of) the existing terms of any Contract)authorizations, or the provision of additional security (including a guaranty) or otherwise assume orders, approvals and exemptions or agree to assume do, or submit to orders providing for, any Liability of the foregoing, in each case whether before or after the Effective Time, or (ii) if any governmental body that is not conditioned upon has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order. (including entering into agreements d) In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement or to vest the Surviving Corporation with respect full title to any equity investmentsall properties, joint venturesassets, acquisitionsrights, mergersapprovals, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals immunities and franchises of any Governmental Authority required in connection with of the transactions contemplated hereby (including parties to the Merger), or which would otherwise the proper officers and directors of each party hereto shall take all such necessary action as may be reasonably be expected requested by Parent to prevent or delay the Mergerachieve such intent.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parentthe Parties hereto shall use (and cause its affiliates to use) its reasonable best efforts (subject to, Acquisition Sub and in accordance with, applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement (including the Merger), including using reasonable best efforts in: (i) causing the conditions to the Merger set forth in Article V hereof to be satisfied or fulfilled; (ii) obtaining all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity; (iii) obtaining all necessary consents, approvals or waivers from third parties; (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement (including the Merger) and (v) executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement (including the Merger). (b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than five (5) Business Days after the date of this Agreement, make their respective filings and thereafter make any other required submissions under the HSR Act; (ii) use its reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) and (y) timely making all such filings and timely seeking all such consents, permits, authorizations, waivers or approvals; (iii) use 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 all other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with effective the transactions contemplated hereby (including the Merger), including taking all such further action as reasonably may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or (ii) take or agree to take competition authorities of any other action (including entering into agreements nation or other jurisdiction or any other person may assert under Regulatory Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably be expected to result possible (and in any delay event no later than the date provided in obtaining, or which would reasonably be expected Section 6.1(b)); and (iv) subject to result in applicable legal limitations and the failure to obtain, any approvals instructions of any Governmental Authority required Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and Parent shall permit counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other Party in advance and, to the extent not prohibited by such Governmental Entity, gives the other Party the opportunity to attend and participate. (c) In furtherance and not in limitation of the agreements of the Parties contained in this Section 4.8, 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 Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective 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 hereby by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 4.8 shall limit a Party’s right to terminate this Agreement pursuant to Article VI so long as such Party has, prior to such termination, complied with its obligations under this Section 4.8. (d) For purposes of this Agreement, “Regulatory Law” means the Xxxxxxx Act of 1890, the Xxxxxxx Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to (i) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, (ii) preserve or promote diversity of media ownership or (iii) protect the national security or the national economy of any nation including the Merger), or which would otherwise reasonably be expected Exxon-Xxxxxx Amendment to prevent or delay the MergerDefense Production Act.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions provisions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Purchaser and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including by: (i) using its reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; satisfied or fulfilled; (ii) using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, appropriate consents, waivers and approvals, orders and authorizations from Governmental Authorities to provide all necessary notices, under Material Contracts so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement, provided that in the event that the other parties to any such Contract, including any lessor or licensor of any Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract, the Company shall not make or commit to make any such payment or provide any such consideration without Parent’s prior written consent; (iii) making all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to , and obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities (including the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to haveAntitrust Approval) the effect of, preventing, impairing, delaying or otherwise adversely affecting in connection with this Agreement and the consummation of the Offer or transactions contemplated hereby; (iv) executing and delivering any additional mutually acceptable instruments mutually deemed necessary to consummate the Merger or the ability of such party transactions contemplated by, and to fully perform carry out the purposes of, this Agreement; and (v) assisting the other parties in (A) making all necessary registrations, declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby, including by providing such information regarding itself, its obligations under Affiliates and their respective operations as may be requested in connection with a filing by it or any of its Subsidiaries, (B) obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities (including the Antitrust Approval) in connection with this Agreement and the consummation of the transactions contemplated hereby, and (C) delivering any additional mutually acceptable instruments mutually deemed required to be made, obtained or delivered to consummate the transactions contemplated by this Agreement. . (b) Notwithstanding anything to the contrary hereinset forth in this Agreement, nothing in this Section 7.2 or elsewhere in this Agreement shall be deemed to require Parent or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not Subsidiary thereof to (i) enter into litigate or consummate otherwise contest any agreements administrative or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets judicial action or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably proceeding that may be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required brought in connection with the transactions contemplated hereby (including the Merger), by this Agreement or (ii) take or agree to take any other action (including entering into agreements with respect to divesture by itself or any equity investmentsof its Affiliates of shares of capital stock or of any business, joint ventures, acquisitions, mergers, consolidations assets or business combinations) which would reasonably be expected to result in any delay in obtainingproperty, or which would reasonably be expected to result in the failure to obtain, any approvals imposition of any Governmental Authority required in connection with limitation on the transactions contemplated hereby (including the Merger)ability of any of them to conduct their business or to own or exercise control of such assets, or which would otherwise reasonably be expected to prevent or delay the Mergerproperties and stock.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations Approvals from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, Authorities that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all execute and deliver any additional instruments necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of consummate the transactions contemplated herebyhereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement (including, with respect to Parent, any action that would reasonably be expected to materially interfere with Parent’s (or any of its Affiliates’) ability to make available to the Paying Agent at the Effective Time funds sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement). Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Upon the request of Parent, the Company shall use reasonable efforts to make available to Parent agreesaccess to up to five (5) key employees of the Company, on behalf reasonable notice and at reasonable times, for the purpose of itself discussing, in consultation with the Company’s management, post-closing employment and its Affiliates, that, retention arrangements between the date Company and such key employees; provided that any failure of such employees to engage in such discussions or to reach any agreement with respect to post-Closing employment and retention arrangements shall not be deemed a breach of any provision of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase a failure of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result a condition contained in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerArticle VIII.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject conditions of this Agreement, during the period from the date hereof and prior to the conditions set forth in earlier of the Closing Date or the termination of this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company parties hereto shall use its reasonable best efforts Reasonable Best Efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Acquisition to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in the most expeditious manner practicable, order to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause Agreement for the conditions purpose of securing to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause parties hereto the conditions to the Merger set forth in Article VIII to be satisfiedbenefits contemplated by this Agreement; (ii) obtain all necessary actions or non-actionsprovided, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authoritieshowever, that are necessary no party shall be required to consummate the Offer agree (and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required agree without the prior written consent of Parent and Buyer) to the Effective Time to pay (a) any consent license, sale or other similar fee, “profit-sharing” disposition or other similar payment or other consideration holding separate (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms through establishment of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets trust or otherwise) of any ownership interest shares of its capital stock or of any of its businesses, assets or properties, or affiliates; (b) the imposition of any limitation on the ability of Parent or Buyer, their respective subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent and Buyer, the businesses of the Company; or (c) the imposition of any Person if impediment on Parent or Buyer, their respective subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such ownership interest action described in (a), (b) or assets would reasonably be expected (c), an “Action of Divestiture”). Nothing in this Agreement shall require Parent or Buyer or permit the Company (without the prior written consent of Parent and Buyer) to result litigate with any Governmental Authority. Nothing in this Agreement shall require Parent or Buyer or permit the Company (without the prior written consent of Parent and Buyer) to pay any delay in obtaining, consideration or agree to result in any modifications of existing Contracts or entry into new Contracts (other than the failure to obtain, any regulatory approvals required payment of customary filing and application fees) in connection with obtaining any waivers, consents or approvals from Governmental Authority or other Persons in connection with this Agreement, the Related Agreements or the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergerthereby.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VI to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, including any filings described in Section 3.5 and the Israeli Land Council, that are required in connection with, or necessary to consummate consummate, the Offer Merger and the Mergertransactions contemplated hereby, provided, that neither Parent nor Merger Sub shall be required to grant any additional consideration to any third party or incur any additional costs in order to obtain any such consent, waiver, authorization or approval from any Governmental Authority, except, in each case, for reasonable out-of-pocket expenses to the extent incurred in performing their respective actions to be taken under this Section 5.8 and for their respective filing fees payable to Governmental Authorities; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to substantially maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Without limiting the generality of Section 5.8(a), each of Parent agreesand Merger Sub shall, and shall cause their respective Affiliates, if applicable, on behalf the one hand, and the Company, on the other hand, to (x) file with any applicable Governmental Authority the notifications as required by their respective Antitrust Laws, in each case as soon as reasonably practicable after the date of itself this Agreement, and its Affiliates(y) file comparable pre-merger or post-merger notification filings, that, between forms and submissions with any other Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable after the date of this Agreement and in any event before the Effective Timeexpiration of any applicable legal deadline. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by Governmental Authorities of any applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to obtain any required consents under any other Antitrust Laws applicable to the Merger as soon as reasonably practicable, and to avoid any impediment to the consummation of the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as any such Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Merger. (c) Without limiting the generality of Section 5.8(a), as soon as practicable after the date of this Agreement, and no later than five Business Days after the date hereof, the Company shall file, and to the extent relevant shall procure that Satlink shall file, all applications and notifications, as applicable, with the MOC, as required under any licenses, permits and authorizations granted by the MOC to the Company or Satlink and which are in effect at the date of this Agreement, in order to consummate the Merger and the other transactions contemplated hereby and thereby. Without limiting, or derogating from, the provisions of this Section 5.8(c), each of the Company and Parent shall coordinate all activities, and shall cooperate with each other, with respect to the preparation and filing of such applications and notifications, and the Company shall procure that Satlink acts accordingly for such purpose. The submitted versions of all such applications and notifications shall be subject to the prior written confirmation of Parent or its counsel (which consent shall not be unreasonably withheld or delayed). Without limiting, or derogating from, the foregoing, each party shall use its reasonable best efforts to (1) provide and deliver to the Governmental Authority all such information, data and materials and (2) attend (or request its Representatives to attend) such meetings, in each case as may be reasonably requested by the other party and/or the Governmental Authority, as the case may be, in connection with obtaining any licenses, permits and authorizations of the MOC. The information supplied, and representations made, by the Company, Parent, Guarantor and/or Merger Sub to the Governmental Authority in connection with the application and/or the Approval of the MOC will be, to such party’s knowledge, true and accurate and will not omit to state any fact that, in light of the circumstances, is material. For the avoidance of doubt, unless otherwise agreed in advance by the other parties hereto, none of the parties or their respective Representatives shall on their own contact the MOC with respect to the subject matter of this Section 5.8(c). (d) Without limiting the generality of Section 5.8(a), as soon as practicable after the date of this Agreement, and no later than 10 Business Days after the date hereof, the Company shall file, and to the extent relevant shall procure that Satlink and each of its other applicable Subsidiaries shall file, all applications and notifications, as applicable, with the FCC, and such other Governmental Authorities which regulate communication matters, as required under any licenses, permits and authorizations granted by such Governmental Authorities to the Company, Satlink or such other applicable Subsidiary and which are in effect at the date of this Agreement, in order to consummate the Merger and the other transactions contemplated hereby and thereby. Without limiting, or derogating from, the provisions of this Section 5.8(d), each of the Company and Parent shall coordinate all activities, and shall cooperate with each other, with respect to the preparation and filing of such applications and notifications, and the Company shall procure that Satlink and each other applicable Subsidiary acts accordingly for such purpose. The submitted versions of all such applications and notifications shall be subject to the prior written confirmation of Parent or its counsel (which consent shall not be unreasonably withheld or delayed). Without limiting, or derogating from, the foregoing, Parent shall notuse its reasonable best efforts to (1) provide and deliver to the Company and/or the Governmental Authority, as the case may be, all such reasonable information, data and materials and (2) attend (or request its Representatives to attend) such meetings as may be reasonably requested by the Company and/or the Governmental Authority, as the case may be, in connection with obtaining any licenses, permits and authorizations of the Governmental Authorities set forth in this subsection (d). (e) Each of Parent and Merger Sub shall, and shall cause their respective Affiliates, if applicable, on the one hand, and the Company, on the other hand, to inform promptly the other of any material communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement or with respect to any filings that have been made, then such party shall use its Affiliates not reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) enter into give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any material oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or consummate other written communications explaining or defending the Merger, articulating any agreements regulatory or arrangements for an acquisition competitive argument and/or responding to requests or objections made by any Governmental Authority, (via stock purchasev) provide each other with a reasonable advance opportunity to review and comment upon, mergerand consider in good faith the views of the other with respect to, consolidationall written communications (including any analyses, purchase presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 6.1. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential information. (f) Each of Parent, Merger Sub and the Company shall cooperate with one another in good faith (i) promptly to determine whether any filings not contemplated by Section 5.8 are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 5.8 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly to make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (g) Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require Parent, the Surviving Company or any other subsidiary of Parent to sell, hold separate, license or otherwise dispose of any assets or otherwiseconduct their business in a specified manner, or agree or propose to (i) sell, hold separate, license or otherwise dispose of any ownership interest assets or conduct their business in a specified manner, (ii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of Parent, the Surviving Company or any Person if such ownership interest other subsidiary of Parent or assets would the Company, or (iii) take or refrain from taking, agree to their Subsidiaries or Affiliates taking or refraining from taking any action or suffer to exist any condition, limitation, restriction or requirement that individually or in the aggregate with any other actions, conditions, limitations, restrictions or requirements could reasonably be expected to result in a material impairment of the benefits that Parent and Merger Sub reasonably expect to derive from the consummation of the transactions contemplated by this Agreement, (iv) provide any delay in obtainingcapital contribution, guarantee, indemnity or other financial support to any Person, (v) limit dividends or distributions by any Person, or (vi) limit the exercise of voting power under equity securities of any Person, whether as a condition to obtaining any approval from, or to result in the failure to obtainavoid potential litigation or administrative action by, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), a Governmental Authority or (ii) take or agree to take any other action (including entering into agreements Person or for any other reason. This Section 5.8(g) shall not apply with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinationsthe Approvals set forth in Section 6.1(b) of the Company Disclosure Letter which would reasonably shall be expected to result in any delay in obtaining, or which would reasonably be expected to result in governed by the failure to obtain, any approvals provisions of any Governmental Authority required in connection with the transactions contemplated hereby (including the MergerSection 6.1(b), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Agreement, including Section 6.27.03, each of ParentDPSG, Acquisition Merger Sub and the Company Maple Parent 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementMerger and the other Transactions, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities Entities and make all necessary registrations, declarations and filings with Governmental AuthoritiesEntities, that are necessary to consummate the Offer Merger or any of the other Transactions. In furtherance thereof, each of DPSG and the Merger; and (iii) Maple Parent shall, if requested, use commercially reasonable efforts to obtain all necessary or appropriate consents, waivers and approvals under any DPSG Material Contracts or Maple Parent Material Contracts, as applicable, to which the Company DPSG or any of its Subsidiaries Subsidiaries, or Maple Parent or any of its Subsidiaries, as applicable, is a party in connection with this Agreement and the consummation of the transactions contemplated herebyTransactions so as to maintain and preserve the benefits under such DPSG Material Contracts or Maple Parent Material Contracts following the consummation of the Transactions. In addition to the foregoing, DPSG shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to obtain the Solvency Opinion from the Solvency Advisor in satisfaction of the condition set forth in Section 8.03(f). In addition to the foregoing, neither Parent or Acquisition SubDPSG, Merger Sub nor Maple Parent, on the one hand, nor the Companynor, except for actions taken in accordance with Section 6.04, DPSG, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company neither DPSG nor Maple Parent shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ofpayments) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Agreement, including Section 6.25.3, each of Parent, Acquisition Sub and the Company shall each cooperate fully with the other and use its reasonable best efforts efforts, in satisfaction of the HSR Act, 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 party or parties hereto in doing, all things reasonably necessary, proper necessary or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicablepossible, the transactions contemplated by this Agreementhereby, including using reasonable best efforts to by (i) cause obtaining (and cooperating with the conditions to the Offer set forth other in Section 2.1(aobtaining) and Annex A any clearance, consent, authorization, order or approval of, or any exemption by, any Person or Governmental Entity required to be satisfied obtained or made by Parent, Sub and cause Company in connection with the conditions transactions contemplated hereby, and the expiration of all applicable waiting periods with respect to the Merger set forth in Article VIII to be satisfied; any Governmental Entities, (ii) obtain making any and all necessary actions or non-actionsnotices, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations registrations and filings that may be necessary or advisable to obtain the approval or waiver from, or to avoid any Action by, any Governmental Entity, including without limitation, filing (A) within five (5) Business Days of the date hereof with the United States Federal Trade Commission and the United States Department of Justice the notification and report forms required under the HSR Act for the transactions contemplated hereby (which forms shall request “early termination”) and (B) as promptly as practicable with any other applicable Governmental AuthoritiesEntity, the antitrust filings and notifications required under foreign merger control, antitrust, or competition Laws for the transactions contemplated hereby (which filings and notification shall request “early termination” or its equivalent, if applicable) and any supplemental or additional information which may be requested in connection therewith by such Governmental Entity or under applicable Laws, (iii) responding as promptly as practicable to any requests for supplemental or additional information which may be issued by such Governmental Entity under merger control, antitrust or competition Laws in connection with the above filings, (iv) resisting, resolving or defending any Action, whether brought by a Governmental Entity or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (v) executing any certificates, instruments or other documents that are necessary to consummate and make effective the Offer transactions contemplated hereby and to fully carry out the Merger; purposes and intent of this Agreement. Without limiting the generality of the foregoing, each of the parties shall use its commercially reasonable efforts to (A) prepare and furnish all necessary information and documentation and make presentations to Governmental Entities, (B) otherwise do whatever is necessary or advisable to assist and cooperate with each other in obtaining such clearance from Governmental Entities, (C) respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation and (D) respond as promptly as practicable to any other inquiries or requests received from any Governmental Entity in connection therewith. (b) Parent, Sub and Company shall keep the other parties reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (i) promptly notifying the other of, and if in Writing, with the exception of the Notification and Report Form and its attachments to be submitted pursuant to the HSR Act, furnishing the other with advance copies of, with a reasonable opportunity to comment thereon (or, in the case of material oral communications, advising the other orally in advance of) any communications from or with any Governmental Entity with respect to the transactions contemplated hereby, (ii) discussing with the other party in and considering in good faith the views of the other in connection with, any proposed Written (or any material proposed oral) communication with any such Governmental Entity, (iii) obtain not participating in any meeting with any such Governmental Entity unless, to the extent reasonably feasible, it consults with the other parties in advance and to the extent permitted by such Governmental Entity gives the other parties the opportunity to attend and participate thereat, (iv) furnishing the other party (or their respective counsel, pursuant to an appropriate joint defense and confidentiality agreement) with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the transactions contemplated hereby; provided, however, that materials can be entirely withheld if they relate to the valuation of the transaction or where sharing the information would, in the good faith belief of the party whose material it is, would be prohibited by Law or violate contractual obligations and (v) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably request in connection with its preparation of necessary filings or appropriate consentssubmissions of information to any such Governmental Entity. (c) Nothing in this Agreement, waivers and approvals under including this Section 5.15, obligates Parent, or any Material Contracts of its Subsidiaries or Affiliates, (i) to which the dispose of or transfer any assets, businesses, or voting securities, or to commit to cause Company or any of its Subsidiaries is a party in connection with this Agreement and to dispose of or transfer any assets, businesses, or voting securities, (ii) to discontinue offering any product or service, or to commit to cause Company or any of its Subsidiaries to discontinue offering any product or service, (iii) to license or otherwise make available any technology, software or other proprietary rights, or to commit to cause Company or any of its Subsidiaries to license or otherwise make available any technology, software or other proprietary rights, (iv) to hold separate any assets, operations, or voting securities (either before or after the consummation Closing Date), or to commit to cause Company or any of its Subsidiaries to hold separate any assets, operations, or voting securities, (v) to terminate or modify any existing relationships or contractual rights, or to commit to cause Company or any of its Subsidiaries to terminate or modify any existing relationships or contractual rights, (vi) to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Company or any of its Subsidiaries, or to cause Company or any of its Subsidiaries to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Company or any of its Subsidiaries, or (vii) to agree or commit to doing any of the transactions contemplated herebyforegoing. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior agree or commit to the Effective Time to pay doing any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any foregoing without Parent’s prior Written consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (bd) Parent agreesNothing in this Agreement, on behalf of itself and its Affiliatesincluding this Section 5.15, thatobligates Parent, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not Sub or Company to (i) enter into or waive any conditions to such parties’ obligation to consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result hereunder as set forth in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerArticle VII.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub 1, Merger Sub 2 and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled, including by filing as promptly as practicable after the date hereof with the SEC all annual, quarterly and current reports required to be filed by the Company under the Exchange Act for any and all periods ending prior to the Effective Time, which such annual, quarterly and current reports shall comply as to form with the rules and regulations of the SEC applicable to such reports; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer transactions contemplated by this Agreement; (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the Merger expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and (iv) execute or deliver any additional instruments reasonably necessary to consummate the ability of such party transactions contemplated by, and to fully perform its obligations under carry out the purposes of, this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agreesWithout limiting the generality of the foregoing provisions of Section 6.5(a) hereof and to the extent required by applicable Legal Requirements, on behalf of itself as soon as may be reasonably practicable following the execution and its Affiliates, that, between the date delivery of this Agreement Agreement, each of Parent and/or the Company shall file applicable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by the merger notification or control laws and regulations of any applicable foreign jurisdiction; provided, however, that the conditions to the parties’ respective obligations to consummate the Merger shall be limited to those conditions specified in Article VII. Each of Parent and the Effective Time, Parent Company shall not, and shall cause its Affiliates not to promptly (i) enter into cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings and (iii) supply any additional information that reasonably may be required or consummate any agreements requested by the competition or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) merger control authorities of any ownership interest other applicable jurisdiction. Each of Parent and the Company shall also cooperate with one another in determining whether any other Consent of or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals with a Governmental Entity is required in connection with the consummation of the transactions contemplated hereby by this Agreement and in seeking or making any such Consent; provided, however, that the conditions to the parties’ respective obligations to consummate the Merger shall be limited to those conditions specified in Article VII. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any written communication from any Governmental Entity regarding the Merger. If any party hereto or Affiliate thereof receives a written request for additional information or documentary material from any such Governmental Entity with respect to the Merger, then such party shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In respect of any meeting with a Governmental Entity for the foregoing purpose, to the extent permitted by the applicable Governmental Entity, each party shall give the other the opportunity to attend and participate in any such meeting. Notwithstanding any provision herein to the contrary, neither Parent nor the Company shall, nor shall they permit their respective Affiliates to (x) extend any waiting period, second request period or other period under any merger notification or control laws or enter into any agreement (including the Mergerany timing or standstill letter), consent decree, hold separate order or other similar arrangement with any Governmental Entity in connection with any merger notification or control laws without the prior written consent of the other party or (iiy) take acquire or agree to acquire any assets, business, Person or division thereof if any such acquisition or agreement could have the effect of delaying the Effective Time or preventing the Merger or the other transactions contemplated by this Agreement (including with reference to any merger notification or control laws). (c) Without limiting the generality of the foregoing provisions of Section 6.5(a) hereof, in the event that any state anti-takeover or other similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, at the direction of the Company Board, shall use commercially reasonable efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby. (d) Notwithstanding any provision herein to the contrary, Parent shall negotiate, litigate and take any other action necessary to eliminate any concerns of any Governmental Entity and to avoid the entry (including entering into agreements or to effect the dissolution) of any injunction, temporary restraining Order or other Order in any Legal Proceeding by any Governmental Entity in connection with any merger notification or control laws related to the Merger and the other transactions contemplated by this Agreement that has had or could have the effect of delaying the Effective Time beyond the date set forth in Section 8.1(b) or preventing the Merger or the other transactions contemplated by this Agreement, which negotiation, litigation or taking of other action may include: (i) offering to commit and effect (and, if such offer is accepted, committing to and effecting), by agreement, consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Parent and any of its Affiliates and, to be effective as of or after the Effective Time, the Surviving Entity and its Affiliates; (ii) otherwise offering to take or offering to commit to take any action (and, if such offer is accepted, taking or committing to take such action) that limits Parent’s or the Surviving Entity’s freedom of action with respect to, or Parent’s or the Surviving Entity’s ability to retain, any of the businesses, services or assets of Parent or the Surviving Entity or their respective Affiliates; or (iii) accepting an offer of any such Governmental Entity with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations of the foregoing. The parties acknowledge and agree that the provisions of this Section 6.5(d) require specific results and shall not be satisfied by or business combinationswith the mere exercise of efforts by Parent (including even reasonable best efforts by Parent) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in achieve those results. (e) In connection with the transactions contemplated hereby Company self-disclosure and “narrative account” described in clause (including v) of Section 5.1, Parent will (and will use its best efforts to cause its export control counsel to) respond promptly to any Company requests for advice, input and/or approval, and will otherwise use reasonable efforts to facilitate the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerCompany’s timely preparation and filing of such self-disclosure and narrative account.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ‎‎ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations Approvals from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, Authorities that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all execute and deliver any additional instruments necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of consummate the transactions contemplated herebyhereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement (including, with respect to Parent, any action that would reasonably be expected to materially interfere with Parent’s (or any of its Affiliates’) ability to make available to the Paying Agent at the Effective Time funds sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement). Notwithstanding anything to the contrary herein, (a) the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. , and (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements parties’ obligations with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably the matters set forth in ‎Section 7.2 shall be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergergoverned exclusively by ‎Section 7.2.

Reasonable Best Efforts to Complete. (a) Without limiting the generality of this Section 6.5(a), within five (5) Business Days following the execution and delivery of this Agreement, each of the Buyers and the Share Seller shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act. Upon the terms and subject to the conditions set forth in this Agreement Agreement, during the period commencing on the date hereof and subject prior to Section 6.2the earlier of the Closing or the termination of this Agreement, each of Parent, Acquisition Sub and the Company parties hereto shall use its their respective reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, in to satisfy all of the most expeditious manner practicable, conditions to the obligations of the other parties hereto to effect the transactions contemplated by this Agreement, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that the Buyers shall not be required to agree to (a) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of the Buyers, their Subsidiaries or Affiliates or of the Group Companies, (b) the imposition of any limitation on the ability of the Buyers, their Subsidiaries or Affiliates or the Group Companies to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of the Buyers, the businesses of the Group Companies, or (c) the imposition of any impediment on the Buyers, their Subsidiaries or Affiliates or the Group Companies under any Law, Order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (a), (b) or (c), an “Action of Divestiture”). Nothing herein shall require the Buyers to litigate with any Governmental Entity. (b) Each of the parties hereto will furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Entity, including using (i) promptly informing the other party of such inquiry, (ii) consulting in advance before making any material presentations or submissions to a Governmental Entity, (iii) giving the other party the opportunity to attend and participate in any substantive meetings or discussions with any Governmental Entity, to the extent not prohibited by such Governmental Entity and (iv) supplying each other with copies of all material correspondence, submissions or written communications between either party and any Governmental Entity with respect to this Agreement. The Buyers and the Share Seller, in their respective sole and absolute discretion, may redact material as necessary to comply with contractual arrangements, ad dress reasonable best efforts attorney-client or other privilege concerns, exclude any information relating to the valuation of the Acquired Companies and similar matters relating to the transactions contemplated herein, or designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. (c) Without limiting the generality of the foregoing, the Buyers will not, and will not permit any of its Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to (i) cause impose a material delay in the conditions to obtaining of, or materially increase the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause risk of not obtaining, the conditions to expiration or termination of the Merger set forth in Article VIII to be satisfied; applicable waiting period under the HSR Act or other antitrust, competition or similar applicable laws, or (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from materially increase the risk of any Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and Entity entering an order prohibiting the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent The Buyers shall not, and shall cause its Affiliates without the prior written consent of the Share Seller, enter into any voluntary agreement with a Governmental Entity not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergerby this Agreement.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Parent and the Company shall cooperate fully with the other and 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicablepossible, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to by (i) cause obtaining (and cooperating with the conditions to the Offer set forth other in Section 2.1(aobtaining) and Annex A any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be satisfied obtained or made by Parent or the Company in connection with the Merger, and cause making any and all registrations and filings that may be necessary or advisable to obtain the conditions approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required by the Merger set forth in Article VIII to be satisfied; HSR Act and any other applicable Antitrust Laws, (ii) obtain obtaining all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any of the Parent Material Contracts, Company Material Contracts to which the and Company or any of its Subsidiaries is a party Real Property Leases in connection with the Merger, (iii) authorizing for listing on the Nasdaq, upon official notice of issuance, the shares of Parent Common Stock to be issued in the Merger, (iv) reserving for issuance the shares of Parent Common Stock issuable upon the exercise of all Assumed Options, (v) defending any Lawsuit or other proceeding, whether brought by a Governmental Entity or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (vi) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes and intent of this Agreement. (b) Each of the Company and Parent shall keep the other reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advising the other orally of) any communications from or with any Governmental Entity (whether domestic, foreign or supranational) with respect to the transactions contemplated hereby, (ii) permitting the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity, (iii) not participating in any meeting with any such Governmental Entity unless it consults with the other in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnishing the other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the consummation of the transactions contemplated hereby, and (v) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. In addition Each of the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the foregoingother under this Section 6.6 as outside “counsel only” and, neither Parent or Acquisition Subin such event, on such material and the one hand, nor information contained therein shall be given only to the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation outside legal counsel of the Offer recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the Merger recipient unless express permission is obtained in advance from the source of the materials or the ability of such party to fully perform its obligations under the Agreement. legal counsel. (c) Notwithstanding anything to the contrary hereinset forth in this Section 6.6 or elsewhere in this Agreement, neither Parent nor any of its affiliates shall be required to (i) sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or businesses of Parent, the Company shall not be required prior or their respective affiliates or make any other change in any portion of the businesses of the Company or Parent or incur any other limitation on the conduct of the businesses of the Company or Parent to the Effective Time to pay any consent or other similar feeobtain such clearances, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendmentsconsents, supplements or other modifications to (or waivers of) the existing terms of any Contract)authorizations, or the provision of additional security (including a guaranty) or otherwise assume orders, approvals and exemptions or agree to assume do, or submit to orders providing for, any Liability of the foregoing, in each case whether before or after the Effective Time, or (ii) if any governmental body that is not conditioned upon has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order. (including entering into agreements d) In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement or to vest the Surviving Corporation with respect full title to any equity investmentsall properties, joint venturesassets, acquisitionsrights, mergersapprovals, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals immunities and franchises of any Governmental Authority required in connection with of the transactions contemplated hereby (including parties to the Merger), or which would otherwise the proper officers and directors of each party hereto shall take all such necessary action as may be reasonably be expected requested by Parent to prevent or delay the Mergerachieve such intent.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, effective the transactions contemplated by this AgreementAgreement (including the Offer and the Merger) as promptly as practicable, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) on Exhibit B hereto and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII 7 hereof to be satisfied; satisfied or fulfilled, (ii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts in connection with this Agreement and the consummation of the transactions contemplated hereby (including the Offer and the Merger), (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities Bodies, seek the expiration or early termination of all applicable waiting periods under applicable Law, and make all necessary registrations, declarations and filings with Governmental AuthoritiesBodies; provided, however, that are necessary nothing in this Agreement shall require Parent or Merger Sub to consummate the Offer (and the Merger; and (iiiCompany shall not, without the prior written consent of Parent) obtain all necessary become subject to, or appropriate consentsconsent or agree to, waivers and approvals under or otherwise take any Material Contracts action with respect to, any requirement, condition, undertaking, agreement or Order of a Governmental Body to which sell, to divest, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change, assets or businesses of the Company Company, Parent, or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contracttheir respective Subsidiaries. (b) Without limiting the generality of the foregoing provisions of Section 6.5(a), each of Parent agreesand the Company shall file, on behalf as soon as may be reasonably practicable (and in any event within ten Business Days) following the execution and delivery of itself this Agreement, with the United States Federal Trade Commission (the “FTC”) and its Affiliates, that, between the date United States Department of Justice (the “DOJ”) a Notification and Report Form relating to this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Offer and the Merger) as required by the HSR Act, and, as soon as may be reasonably practical following the execution and delivery of this Agreement, any comparable pre-merger notification filings, forms and submissions with any foreign Governmental Body that is required by any other applicable Antitrust Law. Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including the Offer and the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement (including the Offer and the Merger), then such party shall use reasonable best efforts to make, or (ii) take cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. No party shall independently participate in any meeting, or agree to take engage in any other action (including entering into agreements substantive conversation, with any Governmental Body in respect to any equity investmentssuch filings, joint venturesinvestigation or other request without giving the other party prior notice of the meeting or conversation and, acquisitionsunless prohibited by such Governmental Body, mergersthe opportunity to attend or participate. (c) Without limiting the generality of the foregoing, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure event that any state anti-takeover or other similar Law is or becomes applicable to obtain, this Agreement or any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Offer and the Merger), or which would otherwise reasonably be expected the Company, at the direction of the Company Board, shall use its reasonable best efforts to prevent or delay ensure that the transactions contemplated by this Agreement (including the Offer and the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Offer and the Merger).

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party Party or parties hereto Parties in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VI to be satisfiedsatisfied or fulfilled as promptly as reasonably practicable; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities Entities, as may be required under any applicable Antitrust Laws or otherwise, including the expiration or termination of any applicable waiting periods and make making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, that are necessary to consummate the Offer and the Mergerif any); and (iii) obtain all take such steps as may be necessary to avoid a Legal Proceeding by, any Governmental Entity or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party other Person in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition by this Agreement, including the Merger; (iv) execute or deliver any additional instruments reasonably necessary to consummate the foregoingtransactions contemplated by, neither Parent or Acquisition Suband to fully carry out the purposes of, on the one hand, nor the Company, on this Agreement; and (vi) obtain the other hand, shall take any action, or fail to take any action, that is intended to, or has Consents required under Section 3.4(b) (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary hereincollectively, the Company shall not be required prior to “Approvals”) as promptly as practicable following the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms date of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contractthis Agreement. (b) Without limiting the generality of Section 5.6(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement, and if required, (x) each of Parent agrees, on behalf of itself and its Affiliates, that, between the date of Company shall file with the Israeli Competition Authority (“ICA”) a Merger Notification relating to this Agreement and the Effective Timetransactions contemplated hereby as required by the Economic Competition Law, 5748-1988 (the “Competition Law”), as well as the applicable pre-merger notification filings, forms and submissions with each of the non-Israeli Governmental Entities, if any, (y) the Company shall submit to the IIA the IIA Notice and Parent shall submit to the IIA the Parent IIA Undertaking, and (z) the Company shall deliver any notices and make any filings that may be required in order to obtain each of the Approvals. (c) Without limiting the generality of the foregoing, Parent shall notshall, and shall cause its Affiliates not Merger Sub, to (i) enter into use reasonable best efforts to take any and all actions necessary to obtain each Consent required under or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with any applicable Antitrust Law, and to enable all waiting periods under any applicable Antitrust Law to expire or terminate, and to avoid or eliminate any impediment under any applicable Antitrust Law that may be asserted by any Governmental Entity so as to enable the transactions contemplated hereby (including consummation of the Merger)Merger as promptly as practicable, or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result and in any delay in obtaining, or which would reasonably be expected event prior to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerTermination Date.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actionsnon‑actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company parties hereto shall use its their respective reasonable best efforts to take(a) take promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise Laws to satisfy all of the conditions to the obligations of the other parties hereto and to consummate and make effective, effective the Merger and the other transactions contemplated hereby in the most expeditious manner practicable; (b) obtain all necessary waivers, consents and approvals of any Governmental Entity with respect to the consummation of the Merger; and (c) effect all necessary registrations and filings with any Governmental Entity to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, including using reasonable best efforts however, that Parent shall not be required to agree to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actionsany license, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent sale or other similar fee, “profit-sharing” disposition or other similar payment or other consideration holding separate (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms through establishment of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets trust or otherwise) of any ownership interest shares of capital stock or assets of any Person if such ownership interest business, assets or assets would reasonably be expected to result in any delay in obtainingproperties of Parent, its Subsidiaries or to result in Affiliates or of the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or Company; (ii) take the imposition of any limitation on the ability of Parent, its Subsidiaries or agree Affiliates or the Company to take conduct their respective businesses or own any other action (including entering into agreements with respect capital stock or assets or to any equity investmentsacquire, joint ventureshold or exercise full rights of ownership of their respective businesses and, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtaincase of Parent, any approvals the businesses of the Company; or (iii) the imposition of any Governmental Authority required impediment on Parent, its Subsidiaries or Affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in connection with the transactions contemplated hereby (including the Mergeri), (ii) or which would otherwise reasonably be expected (iii), an “Action of Divestiture”). Nothing herein shall require Parent to prevent or delay the Mergerlitigate with any Governmental Entity.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) take the actions set forth on Schedule 7.1. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts or Leases to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby (including the Merger) so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger); (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the expiration or termination of any applicable waiting periods, making all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any), and (iv) execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) Without limiting the generality of the foregoing provisions of Section 6.5(a), as soon as reasonably practicable following the execution and delivery of this Agreement, each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby (including the Merger) as required by the HSR Act (and each of Parent and the Company shall use reasonable best efforts to file such HSR Form within ten (10) Business Days following the execution and delivery of this Agreement), as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by the Antitrust Laws of any applicable foreign jurisdiction as soon as reasonably practicable. Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) take supply the other with any information that may be required in order to effectuate such filings and (iii) supply any additional information that reasonably may be required or agree to take requested by the FTC, the DOJ or the competition or merger control authorities of any other action applicable jurisdiction. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including entering into agreements the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to any equity investmentsthe transactions contemplated by this Agreement (including the Merger), joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected then such party shall use reasonable best efforts to result in any delay in obtainingmake, or which would cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Subject to Applicable Law, no filing of, or amendment or supplement to, or written correspondence with any Governmental Entity or its staff with respect to such Antitrust Laws shall be expected made by the Company or Parent without providing the other party a reasonable opportunity to result review and comment thereon. (c) Without limiting the generality of the foregoing provisions of Section 6.5(a), in the failure event that any antitakeover law is or becomes applicable to obtainthis Agreement or any of the transactions contemplated by this Agreement (including the Merger), any approvals the Parent and Company, at the direction of any Governmental Authority required the Parent Board or the Company Board (as applicable), shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in connection with this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Merger). (d) Parent and Merger Sub shall take reasonable best efforts to obtain any clearance or approval from any Governmental Entity or to prevent the initiation of any lawsuit by any Governmental Entity under any antitrust or competition law or to prevent the entry of any decree, judgment, injunction, preliminary or permanent, or which any order that would otherwise make the transactions contemplated by this Agreement unlawful. Notwithstanding the forgoing anything in this Agreement to the contrary, it is expressly understood and agreed that: neither Parent nor Merger Sub shall be under any obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license 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 or any of its Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Parent or any of its Affiliates to freely conduct their business or own such assets, or (C) the holding separate of the shares of Company Common Stock or any limitation or regulation on the ability of Parent or any of its Affiliates to exercise full rights of ownership of the shares of Company Common Stock, if in the case of clauses (A), (B) or (C) above such sale, divestiture, license, disposition, holding separate, limitation or regulation applicable to the Company would have or would reasonably be expected to prevent have a Company Material Adverse Effect or delay a material adverse effect on the Mergerbusiness, operations, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole. (e) Notwithstanding anything in this Agreement to the contrary, Parent shall not knowingly take any action (including the acquisition by it or its Affiliates of any interest in any Person that derives revenues from products, services or lines of business that compete with the Company’s products, services or lines of business) if such action would make it materially more likely that there would arise any impediments under any Antitrust Law with respect to the consummation of the transactions contemplated by this Agreement.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its respective Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause each of the conditions to the Merger set forth in Article VIII VI to be satisfiedsatisfied as promptly as practicable after the date of this Agreement; (ii) obtain without limitation of Section 5.4, obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities Bodies and make all necessary registrations, declarations and filings with any Governmental Authorities, Bodies that are necessary to consummate the Offer Merger; (iii) resist, contest, appeal and remove any Table of Contents Legal Proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the Mergerconsummation of the transactions contemplated by this Agreement (including any Legal Proceeding or Order in connection with the matters contemplated by Section 5.4); and (iiiiv) at the written request of Parent, obtain all necessary or appropriate consents, waivers and approvals Consents from third parties under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, materially delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary hereinin this Agreement, (i) none of the Company Company, Parent or Merger Sub shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to or enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of divest any asset, provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability Liability, in each case, that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody other than pursuant to Section 5.4 which will be subject to the provisions of Section 5.4) under any Contract. and (bii) Parent agreesthe Company shall not agree, on behalf of itself and its Affiliates, that, between the date of this Agreement and prior to the Effective Time, Parent shall notto pay, and shall cause its Affiliates not after the Effective Time, any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to or enter into any amendments, supplements or other modifications to (ior waivers of) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) the existing terms of any ownership interest Contract), divest any asset, provide additional security (including a guaranty) or assets otherwise assume or incur or agree to assume or incur any Liability to obtain any Consent of any Person if such ownership interest or assets would reasonably (including any Governmental Body other than pursuant to Section 5.4 which will be expected subject to result the provisions of Section 5.4) in any delay in obtainingexcess of $50,000 individually, or to result $250,000 in the failure to obtainaggregate, any regulatory approvals required in connection with without the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals prior consent of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerParent.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its respective Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause each of the conditions applicable to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions it with respect to the Merger set forth in Article VIII VI to be satisfiedsatisfied as promptly as practicable after the Agreement Date; (ii) obtain obtain, as promptly as practicable after the Agreement Date, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities Bodies and customers and make all necessary registrations, declarations and filings with any Governmental Authorities, Bodies that are necessary for it to consummate the Offer Merger and the Mergerother transactions contemplated hereby; and (iii) obtain all necessary resist, contest, appeal and remove any Legal Proceeding applicable to such party and to have vacated, lifted, reversed or appropriate consentsoverturned any Restraint applicable to it, waivers whether temporary, preliminary or permanent, that is in effect and approvals under any Material Contracts that prohibits, prevents, restricts or restrains such party with respect to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing; provided, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any actionhowever, that is intended to, or has in the case of clauses (or would reasonably i) and (ii) no party shall be expected required to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreementpay any material consideration therefor. Notwithstanding anything to the contrary herein, none of Parent, Merger Sub or the Company shall be required to pay, and the Company shall not be required pay (without the prior to the Effective Time to pay written consent of Parent), any consent or other similar fee, “profit-sharing” fee or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability or forego any right, in each case that is not conditioned upon the consummation of the Mergermaterial, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets Contract or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (by this Agreement, including the Merger). (b) In furtherance and not in limitation of the foregoing, or (ii) take or agree each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other parties and assist and cooperate with the other parties, in each case in accordance with the terms of this Agreement, in order to take any other action (including entering carry into agreements with respect effect the intents and purposes of, and to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with consummate the transactions contemplated hereby (including by, this Agreement as promptly as practicable after the Merger)Agreement Date; provided, however, that this Section 5.5(b) shall not require any party to incur any material Liability, obligation or expense, or which would forego any material benefit, right or privilege, or otherwise reasonably be expected agree to prevent or delay the Mergerchange any terms of this Agreement.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Parent and the Company shall cooperate fully with the other and 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicablepossible, the Acquisition Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to by (i) cause obtaining (and cooperating with the conditions to the Offer set forth other in Section 2.1(aobtaining) and Annex A any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be satisfied obtained or made by Parent or the Company in connection with the Acquisition Merger, and cause making any and all registrations and filings that may be necessary or advisable to obtain the conditions approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required by the Merger set forth in Article VIII to be satisfied; HSR Act and any other applicable Antitrust Laws, (ii) obtain obtaining all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any of the Parent Material Contracts, Company Material Contracts to which the and Company or any of its Subsidiaries is a party Real Property Leases in connection with the Acquisition Merger, (iii) authorizing for listing on the NASDAQ, upon official notice of issuance, the shares of Nanometrics Delaware Common Stock to be issued in the Acquisition Merger, (iv) reserving for issuance the shares of Parent Common Stock issuable upon the exercise of all Assumed Options, (v) defending any Lawsuit or other proceeding, whether brought by a Governmental Entity or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (vi) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes and intent of this Agreement. (b) Each of the Company and Parent shall keep the other reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advising the other orally of) any communications from or with any Governmental Entity (whether domestic, foreign or supranational) with respect to the transactions contemplated hereby, (ii) permitting the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity, (iii) not participating in any meeting with any such Governmental Entity unless it consults with the other in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnishing the other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the consummation of the transactions contemplated hereby, and (v) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. In addition Each of the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the foregoingother under this Section 7.6 as outside “counsel only” and, neither Parent or Acquisition Subin such event, on such material and the one hand, nor information contained therein shall be given only to the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation outside legal counsel of the Offer recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the Merger recipient unless express permission is obtained in advance from the source of the materials or the ability of such party to fully perform its obligations under the Agreement. legal counsel. (c) Notwithstanding anything to the contrary hereinset forth in this Section 7.6 or elsewhere in this Agreement, the Company neither Parent nor any of its affiliates shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into sell or consummate any agreements dispose of or arrangements for an acquisition hold separately (via stock purchase, merger, consolidation, purchase of assets through a trust or otherwise) of any ownership interest assets or assets of any Person if such ownership interest businesses or assets would reasonably be expected to result interests in any delay assets or businesses of Parent, the Company or their respective affiliates or make any other change in obtainingany portion of the businesses of the Company or Parent or incur any other limitation on the conduct of the businesses of the Company or Parent to obtain such clearances, consents, authorizations, orders, approvals and exemptions or agree to do, or submit to result in the failure to obtainorders providing for, any regulatory approvals required of the foregoing, in connection with each case whether before or after the transactions contemplated hereby (including the Merger)Acquisition Merger Effective Time, or (ii) if any governmental body that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Acquisition Merger, take or agree to take any other action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order. (including entering into agreements d) In case at any time after the Acquisition Merger Effective Time any further action is necessary to carry out the purposes of this Agreement or to vest the Surviving Corporation with respect full title to any equity investmentsall properties, joint venturesassets, acquisitionsrights, mergersapprovals, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals immunities and franchises of any Governmental Authority required in connection with of the transactions contemplated hereby (including parties to the Acquisition Merger), or which would otherwise the proper officers and directors of each party hereto shall take all such necessary action as may be reasonably be expected requested by Nanometrics Delaware to prevent or delay the Mergerachieve such intent.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of ParentShyft, Acquisition Aebi Schmidt, Holdco and Merger Sub and the Company shall use its their respective reasonable best efforts to take, or cause to be takentaken (including by their respective controlled Affiliates), all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in as promptly as reasonably practicable after the most expeditious manner practicabledate hereof, the transactions contemplated by this AgreementTransactions, including using reasonable best efforts to including: (i) cause the conditions preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to the Offer set forth in Section 2.1(a) effect all necessary filings, notices, petitions, statements, registrations, declarations, submissions of information, applications and Annex A to be satisfied other documents, and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain obtaining as promptly as reasonably practicable and maintaining all necessary approvals, registrations, Permits, actions or non-actions, waivers, consents, approvalsnovations, orders Orders, authorizations and authorizations other confirmations required to be obtained from any Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary necessary, proper or advisable to consummate the Offer Transactions. (b) Each of Shyft, Aebi Schmidt, Holdco and Merger Sub agree to execute and deliver such documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the Transactions. In furtherance and not in limitation of the foregoing, each of Shyft, Aebi Schmidt, Holdco and Merger Sub shall make, or cause to be made: (i) an appropriate and complete filing of a Notification and Report Form under the HSR Act with respect to the Transactions with the FTC and the MergerAntitrust Division, as promptly as practicable and in any event within ten (10) Business Days after the date of this Agreement, provided, however, that if there are material changes in the applicable regulations governing the Notification and Report Forms required under the HSR Act between the date hereof and the date of filing pursuant to the HSR Act, the parties shall use their reasonable best efforts to file any Notification and Report Forms as promptly as reasonably practicable thereafter; (ii) the required filings for the CFIUS Clearance, and (iii) all other required filings and applications with respect to other Applicable Laws, including those set forth in Section 8.01(b) of the Aebi Schmidt Disclosure Schedules, as promptly as practicable. (c) Each of Shyft, Aebi Schmidt, Holdco and Merger Sub acknowledges and agrees (w) not to withdraw or refile any filing or extend any waiting period under the HSR Act or other applicable Antitrust Laws or enter into any agreement with the FTC, the Antitrust Division or any other Governmental Authority with respect to the Transactions (including any such agreement with respect to any actions, restrictions or conditions to the consummation of the Transactions or not to consummate the Transactions), except with the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed), (x) to respond as promptly as practicable to any inquiries and requests received from any Governmental Authority in connection with antitrust or foreign direct investment matters, including for additional information or documentary material, (y) if any request for additional information and documents, including a “second request” under the HSR Act, is received from any Governmental Authority, then substantially comply with any such request at the earliest practicable date, and (z) to use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting period under the HSR Act and other applicable Antitrust Laws as soon as practicable following the date of this Agreement and to obtain the (i) the CFIUS Clearance, and (ii) all authorizations, consents, and clearances required pursuant to the filings set forth in Section 8.01(b) of the Aebi Schmidt Disclosure Schedules. Aebi Schmidt shall have the responsibility for all filing fees associated with filings pursuant to the HSR Act and all other antitrust, and other regulatory filings with any Governmental Authority, including those set forth in Section 8.01(b) of the Aebi Schmidt Disclosure Schedules; provided that, notwithstanding the foregoing, Shyft shall have the responsibility for all filing fees related to obtaining the CFIUS Clearance. (d) Each of Aebi Schmidt and Shyft shall, if requested, use reasonable best efforts to obtain all necessary or appropriate consents, waivers and approvals under any Aebi Schmidt Material Contracts Contracts, Shyft Material Contracts, Aebi Schmidt Real Property Leases or Shyft Real Property Leases, as applicable, to which the Company Aebi Schmidt or any of its Subsidiaries Subsidiaries, or Shyft or any of its Subsidiaries, as applicable, is a party in connection with this Agreement and the consummation of the transactions contemplated herebyTransactions, in each case so as to maintain and preserve the benefits under such Aebi Schmidt Material Contracts, Shyft Material Contracts, Aebi Schmidt Real Property Leases or Shyft Real Property Leases following the consummation of the Transactions. Notwithstanding anything to the contrary herein, neither Aebi Schmidt nor Shyft shall be required prior to the Closing to (and without the consent of the other Party, neither of them shall agree to) pay any consent or other similar fee, payment or other consideration (including increased rent or other similar payments), or to grant any other accommodation, to obtain the consent, waiver or approval of any Person under any Contract, Aebi Schmidt Real Property Lease or Shyft Real Property Lease. The Parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no Party or its Affiliates’ failure to obtain any consent, waiver, or approval under any Aebi Schmidt Material Contract, Shyft Material Contract, Aebi Schmidt Real Property Lease or Shyft Real Property Lease in connection with this Agreement shall be a condition to any obligations of any Party hereunder, including the obligation to consummate the Transactions. (e) Subject to Applicable Law, each of Shyft, Aebi Schmidt, Holdco and Merger Sub shall, and shall cause their respective controlled Affiliates, to: (i) promptly notify the other Party of any communication from the FTC, the Antitrust Division, any state attorney general or any other Governmental Authority concerning this Agreement or the Transactions to that Party; (ii) consult with the other Party prior to participating in any meeting, teleconference, or other discussion with any Governmental Authority with respect to any filing, investigation or inquiry concerning this Agreement or the Transactions, (iii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filing, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Transactions unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, provides the other Party the opportunity to attend and participate in any such meeting, teleconference, or other discussion; (iv) promptly furnish the other Party with copies of all correspondence, filings and written communications (or a reasonably detailed summary of any oral communications) between such Party and its Representatives, on the one hand, and any Governmental Authority or members of their respective staffs, on the other hand, with respect to this Agreement or the Transactions; and (v)(v) provide a reasonable opportunity to the other Party to review and discuss any letters, presentations, whitepapers and other substantive communications to any Governmental Authority relating to this Agreement or the Transactions and consider, in good faith, any reasonable comments on such correspondences, filings and written communications. Any materials exchanged in connection with this Section 7.01(e) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning valuation or other competitively sensitive material (which shall be disclosed on an outside counsel only basis to the extent possible), and the Parties may, as they deem advisable and necessary, designate any materials provided to the other under this Section 7.01(e) as “outside counsel only.” (f) In furtherance and not in limitation of the foregoing, including but not limited to obtaining the CFIUS Clearance, each of Shyft, Aebi Schmidt, Holdco and Merger Sub shall, and shall cause their respective controlled Affiliates to, (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with or required by any Governmental Authority in connection with the Transactions, (ii) propose, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, lease, transfer, divesture, disposition, license or other encumbrance of the businesses, product lines, operations or assets of such Person or its Affiliates, (iii) terminate existing relationships, contractual rights or obligations of such Person or its Affiliates (including the Surviving Corporation), and (iv) otherwise take, or commit to take, actions that after the Closing Date would limit such Person’s or its Affiliates’ (including the Surviving Corporation’s) freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the businesses, product lines, operations or assets of such Person or its Affiliates (including the Surviving Corporation) (each of the foregoing described in any of clauses (i) through (iv), a “Regulatory Concession”); provided that, no Party or its Affiliates shall (x) be required to make any Regulatory Concession unless the effectiveness thereof is conditioned on the occurrence of the Effective Time, and (y) without the prior written consent of the other Parties, agree or consent to a Regulatory Concession that would result in, or would reasonably be expected to result in, the effects set forth in Section 7.01(f) of the Aebi Schmidt Disclosure Schedules. Shyft, Aebi Schmidt, Holdco and Merger Sub shall use reasonable best efforts to: (1) oppose or defend against any investigation, claim, action, suit, arbitration, litigation or proceeding by any Governmental Authority or Third Party to prevent or enjoin the consummation of the Merger, or (2) except as it relates to obtaining the CFIUS Clearance, overturn any Order by any such Governmental Authority or Third Party to prevent consummation of the Merger, including by defending any investigation, claim, action, suit, arbitration, litigation or proceeding brought by any such Governmental Authority or Third Party in order to avoid the entry of, or to have vacated, overturned, terminated or appealed any Order that would otherwise have the effect of preventing or materially delaying the consummation of the Merger. (g) In addition to the foregoing, neither Parent none of Aebi Schmidt, Holdco, or Acquisition Sub, Merger Sub on the one hand, nor the Companynor, except for actions taken in accordance with Section 6.02, Shyft, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate imposing any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorizations, consents, orders, clearances or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required necessary to consummate the Transactions or the expiration or termination of any applicable waiting period; (ii) increase, in any material respect, the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions; (iii) increase the risk, in any material respect, of not being able to remove any such order on appeal or otherwise; or (iv) prevent or materially delay the consummation of the Transactions. (h) Nothing contained in this Agreement shall give Shyft, Aebi Schmidt, Holdco and Merger Sub, directly or indirectly, rights to control or direct the operations of the other Party prior to the Closing. Prior to the Closing, each of Shyft and Aebi Schmidt shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their respective operations. (i) Subject to the requirements of ‎Section 7.01(e) and ‎Section 7.01(f), Shyft shall control and have final decision-making authority (and consult in good faith with Aebi Schmidt) with respect to: (i) the timing and strategy for (A) obtaining any approvals, consents, registrations, waivers, permits, authorizations, exemptions, clearances, orders and other confirmations from any Governmental Authority in connection with the transactions contemplated hereby Transactions, and (including B) opposing or defending against any claim, action, suit, arbitration, litigation or Proceeding by any Governmental Authority or Third Party, and (ii) the Merger)overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with any Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry or litigation by or before, or which would otherwise reasonably be expected any negotiations with, any Governmental Authority relating to prevent or delay the MergerTransactions and of all other regulatory matters incidental thereto.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Agreement, including Section 6.27.2, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, . including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; satisfied and (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) . In furtherance thereof, the Company shall use reasonable best efforts to obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement (other than with respect to the Credit Agreements and the Senior Notes). In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or payments) other modifications to (or waivers of) the existing terms of any Contract)than nominal amounts, or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Both Parent agreesand Company agree, on behalf of itself themselves and its their Affiliates, that, between the date of this Agreement and the Effective Time, neither Parent shall notnor Company shall, and neither Parent nor Company shall cause its their respective Affiliates not to (i) to, enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or substantially all the assets of any Person if such ownership interest or assets would reasonably be expected to result in any material delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with under the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerHSR Act.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub One, Merger Sub Two and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including by: (a) using its reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII to be satisfied; satisfied or fulfilled, including by filing as promptly as practicable after the date hereof with the SEC all annual, quarterly and current reports required to be filed by it under the Exchange Act for any and all periods ending prior to the Effective Time; (iib) using its reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals approvals, and to provide all necessary notices, under any Material material Contracts to which the Company it or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition hereby so as to maintain and preserve the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting benefits under such Contracts following the consummation of the Offer transactions contemplated by this Agreement, provided that in the event that the other parties to any such Contract, including any lessor or licensor of any Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a "recapture" or other termination right) upon the Merger payment of a consent fee, "profit sharing" payment or the ability of such party to fully perform its obligations other consideration, including increased rent payments or other payments under the Agreement. Notwithstanding anything to the contrary hereinContract, the Company shall not be required prior make or commit to the Effective Time to pay make any consent or other similar fee, “profit-sharing” or other similar such payment or other provide any such consideration without Parent's prior written consent; (including increased rent or other similar payments or any amendmentsc) making all necessary registrations, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the Mergertransactions contemplated hereby, and using its reasonable best efforts to obtain any consentall necessary actions or non-actions, waiver or approval of any Person waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities (including any Governmental Authorityall Antitrust Approvals) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of in connection with this Agreement and the Effective Time, Parent shall notconsummation of the transactions contemplated hereby; (d) executing and delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, and shall cause its Affiliates not to fully carry out the purposes of, this Agreement; and (ie) enter into or consummate any agreements or arrangements for an acquisition assisting the other parties in (via stock purchaseA) making all necessary registrations, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required declarations and filings with Governmental Authorities in connection with this Agreement and the consummation of the transactions contemplated hereby (hereby, including the Merger)by providing such information regarding itself, or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably its Affiliates and their respective operations as may be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required requested in connection with a filing by it or any of its Subsidiaries, (B) obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Authorities (including all Antitrust Approvals) in connection with this Agreement and the consummation of the transactions contemplated hereby hereby, and (including C) delivering any additional instruments required to be made, obtained or delivered to consummate the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergertransactions contemplated by this Agreement.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations Approvals from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, Authorities that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all execute and deliver any additional instruments necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of consummate the transactions contemplated herebyhereby and to fully carry out the purposes of this Agreement. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the CompanyCompany or any of its Subsidiaries, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement (including, with respect to Parent, any action that would reasonably be expected to materially interfere with Parent’s (or any of its Subsidiaries’) ability to make available to the Paying Agent at the Effective Time funds sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement). Notwithstanding anything to the contrary herein, none of Parent, Merger Sub or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Upon the request of Parent, the Company shall use reasonable efforts to make available to Parent agreesaccess to key employees of the Company and its Subsidiaries, on behalf reasonable notice and at reasonable times, for the purpose of itself and its Affiliates, that, discussing post-closing employment and/or retention arrangements between the date Company or Parent and such key employees; provided that any failure, in and of itself, of such employees to engage in such discussions or to reach any agreement with respect to post-Closing employment and retention arrangements shall not be deemed a breach of any provision of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase a failure of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result a condition contained in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerARTICLE VIII.

Reasonable Best Efforts to Complete. (a) Upon Subject to Section 7.2(b), upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Offer and Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and on Annex A to be satisfied hereto and cause the conditions to the Merger set forth in Article VIII hereof to be satisfiedsatisfied or fulfilled; (ii) obtain file with the SEC, as and when required under the Exchange Act, all annual, quarterly and current reports required to be filed by the Company under the Exchange Act for any and all periods ending prior to the scheduled expiration date of the Offer, which such annual, quarterly and current reports shall comply as to form, in all material respects, with the rules and regulations of the SEC applicable to such reports and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary actions or non-actionsin order to make the statements therein, waiversin light of the circumstances under which they are made, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Mergernot misleading; and (iii) obtain all necessary or appropriate consents, waivers and approvals under under, and deliver any notices in respect of, any Material Contracts to which the Company or any of its Subsidiaries is a party party, as Parent and the Company may mutually agree, in good faith, are necessary or advisable in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has hereby (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of including the Offer or and the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary hereinMerger); provided, that, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, failure to obtain any such consent (so long as the Company or its Subsidiaries employed reasonable best efforts (which shall not require any payment to the consenting Person) to obtain such consent) shall not, waiver in and of itself, constitute a breach of the covenant in this Section 7.5; (iv) obtain all necessary actions or approval material non-actions, waivers, consents, approvals, Orders and authorizations from Governmental Entities, the expiration or termination of any Person applicable waiting periods; and (v) make all necessary registrations, declarations and filings (including any registrations, declarations and filings with Governmental Authority) under any ContractEntities, if any). (b) Parent agreesWithout limiting the generality of the foregoing provisions of Section 7.5(a) hereof, in the event that any Takeover Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement (including the Offer, the Top-Up Option and the Merger), each party shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Offer, the Top-Up Option and the Merger) may be consummated in the most expeditious manner practicable on behalf the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of itself and its Affiliates, that, between the date of such Takeover Law on this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Offer , the Top-Up Option and the Merger). (c) Without limiting the generality of the foregoing provisions of Section 7.5(a) hereof, or (iii) take or agree to take any other action (including entering into agreements with respect to any equity investmentsas soon as may be reasonably practicable following the Agreement Date, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result and in any delay in obtainingevent within ten (10) Business Days after the Agreement Date, or which would reasonably be expected each of Parent and the Company shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to result in the failure to obtain, any approvals of any Governmental Authority required in connection with this Agreement and the transactions contemplated hereby (including the Offer, the Top-Up Option and the Merger) as required by the HSR Act and (ii) as soon as may be reasonably practicable following the Agreement Date, and in any event within ten (10) Business Days after the Agreement Date, each of Parent and the Company shall file comparable pre-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by any other applicable Antitrust Laws or be deemed desirable by Parent, in each case as Parent may deem necessary and/or appropriate. Each of Parent and the Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings and (iii) supply any additional information that reasonably may be required or requested by any Governmental Entity charged with enforcing, applying, administering, or investigating any Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraining trade or abusing a dominant position (collectively, “Antitrust Laws”), including the FTC, the Antitrust Division of the DOJ, any attorney general of any state of the United States, the European Commission or any other competition authority of any jurisdiction (“Antitrust Authority”). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Antitrust Authority with respect to the Offer or the Merger, then such party shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in substantial compliance with such request. Subject to applicable Law, each party (or its counsel) hereto shall promptly notify the other party of any communication it or any of its Affiliates receives from any Antitrust Authority regarding the Offer or the Merger and permit the other party (or its counsel) to review in advance any proposed communication by such party to any Antitrust Authority. Neither of the parties to this Agreement shall agree to participate in any meeting with any Antitrust Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Antitrust Authority, gives the other party (or its counsel) the opportunity to attend and participate at such meeting. The parties to this Agreement will provide each other (or their counsel) with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Antitrust Authority or members of its staff, on the other hand, with respect to this Agreement; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (d) Neither Parent or Merger Sub nor the Company shall extend, directly or indirectly, any waiting periods required in connection with the Antitrust Laws, or enter into any agreement with any Antitrust Authority to delay the consummation of the transactions contemplated hereby unless such action is consented to by the other party. (e) Notwithstanding any other provision of this Agreement to the contrary, Parent shall take any and all action necessary, including but not limited to (i) selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; or (v) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Antitrust Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; by consenting to such action by the Company and provided, that, any such action may, at the discretion of the Company, be conditioned upon consummation of the Merger) (each a “Divestiture Action”) to ensure that no Governmental Entity enters any order, decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Merger, or to ensure that no Antitrust Authority with the authority to clear, authorize or otherwise approve the consummation of the Merger, fails to do so within nine (9) months of the Agreement Date. In the event that any action is threatened or instituted challenging the Merger as violative of any Antitrust Law, Parent shall take all action necessary, including, but not limited to, any Divestiture Action, to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby (including the Offer and the Merger) in accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the transactions contemplated by this Agreement (including the Offer and the Merger), Parent shall take promptly any and all steps necessary to vacate, modify or which suspend such injunction or order so as to permit such consummation within nine (9) months of the Agreement Date. The parties shall take reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilege. Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to, and the Company and its Subsidiaries shall not, agree to any sale, divestiture, license or other disposition of shares of capital stock or of any business, assets or property, or the imposition of any limitation on the ability of any of them to conduct their respective businesses or to own or exercise control of such stock, businesses, assets or properties, if (x) such actions reasonably would otherwise be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or (y) such actions reasonably would be expected to have a material adverse effect on the operations or businesses of Parent and its Subsidiaries, taken as a whole (assuming for purposes of this determination that Parent and its Subsidiaries are of the equivalent size, and have equivalent revenues, to the Company and its Subsidiaries, taken as a whole). (f) The Company, Parent and Merger Sub and any of their respective Affiliates shall not take any action with the intention to or that could reasonably be expected to prevent hinder or delay the Mergerobtaining of clearance or any necessary approval of any Antitrust Authority under any Antitrust Laws or the expiration of the required waiting period under any Antitrust Laws; provided, however, that Parent may take any reasonable action to resist or reduce the scope of a Divestiture Action, so long as such action does not delay the receipt of such clearance, necessary approval or expiration to a date later than nine (9) months of the Agreement Date.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract, except for filing fees payable to Governmental Authorities. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party Party or parties Parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) Annex I and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII ARTICLE IX to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Offer, the Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or and appropriate consents, waivers and approvals under any Material Contracts or Leases to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts or Leases following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under this Agreement; provided, however, that, for the Agreementavoidance of doubt, no action permitted to be taken pursuant to Section 6.2 or Section 6.3 shall be prohibited, or required to be taken, by this sentence. Notwithstanding anything to the contrary herein, (A) the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. Contract and (bB) Parent agreesneither the Company nor any of its Subsidiaries shall commit to any concession, on behalf of itself and its Affiliates, that, between the date of waiver or amendment under any Material Contract or Lease in connection with obtaining any consent in connection with this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase consummation of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including without the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals prior written consent of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerParent.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Buyer and the Company shall will use its their 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 party or parties hereto in doing, all things reasonably necessary, proper necessary or advisable desirable under applicable Law or otherwise Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to the Offer set forth in Section 2.1(a) effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and Annex A to be satisfied other documents and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain obtaining and maintaining all necessary actions or non-actions, waiversapprovals, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations permits, authorizations and filings with other confirmations required to be obtained from any Governmental Authorities, Authority or other third party that are necessary necessary, proper or advisable to consummate the Offer transactions contemplated by this Agreement. (b) The Company and the Merger; and Buyer shall cooperate with one another (iiii) obtain all necessary in determining whether any action by or appropriate in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers and approvals under are required to be obtained from parties to any Material Contracts to which the Company or any of its Subsidiaries is a party material contracts, in connection with this Agreement and the consummation of the transactions contemplated hereby. by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers. (c) In addition to the foregoingfurtherance but not in limitation of Sections 5.06(a) and 5.06(b), neither Parent or Acquisition Subif applicable, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, Buyer and the Company shall not be required prior make an appropriate filing of a Notification and Report Form pursuant to the Effective Time HSR Act with respect to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including in a timely manner and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Merger), or (ii) take or agree HSR Act and shall use their reasonable best efforts to take any all other action (including entering into agreements actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. The fees payable with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably such filing shall be expected to result in any delay in obtaining, or which would reasonably be expected to result in borne 50% by Buyer and 50% by the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerCompany.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub, Merger Sub LLC and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfied; satisfied or fulfilled, (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, obtain the expiration or termination of any applicable waiting periods, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, that are if any), and take all steps as may be necessary to obtain any actions or non-actions, waivers, consents, approvals, Orders and authorizations from, and to avoid an action or proceeding by, any Governmental Entity and any impediment to the consummation of the Merger under any applicable Laws (including Antitrust Laws), (iii) defend against any Legal Proceeding challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, and (iv) execute or deliver any additional instruments reasonably necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition by, and to fully carry out the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect purposes of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, if the counterparty to any Contract or the lessor or licensor under any Lease, conditions its grant of a consent upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of any fee or other financial consideration, the Company shall not make such payments without Parent’s consent (which consent shall not be required prior to the Effective Time to pay any consent unreasonably withheld, conditioned or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractdelayed), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Without limiting the generality of the foregoing provisions of Section 6.5(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent agrees, on behalf and the Company shall file with the FTC and the Antitrust Division of itself the DOJ a Notification and its Affiliates, that, between the date of Report Form relating to this Agreement and the Effective Time, transactions contemplated hereby (including the Merger) as required by the HSR Act (and each of Parent and the Company shall notuse reasonable best efforts to file such Form as promptly as practicable, and in any event no later than twelve (12) Business Days, following the execution and delivery of this Agreement), as well as comparable pre-merger notification filings, forms and submissions with any foreign Governmental Entity that may be required by the Antitrust Laws of any applicable foreign jurisdiction (including the Specified Jurisdictions) (and each of Parent and the Company shall cause its Affiliates not use reasonable best efforts to file such filings, forms and submissions as promptly as practicable, and in any event no later than twenty-three (23) Business Days, following the execution and delivery of this Agreement). Each of Parent and the Company Table of Contents shall use reasonable best efforts to promptly (i) enter into cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply any additional information that reasonably may be required or consummate any agreements requested by the FTC, the DOJ or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets the competition or otherwise) merger control authorities of any ownership interest other applicable jurisdiction. Each party hereto shall promptly inform the other party or assets parties hereto, as the case may be, of any Person if communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including the Merger). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such ownership interest or assets would reasonably be expected Governmental Entity with respect to result in any delay in obtainingthe transactions contemplated by this Agreement (including the Merger), then such party shall use reasonable best efforts to provide, or cause to result be provided, as soon as reasonably practicable and after consultation with the other party, any additional information that reasonably may be required or requested by such Governmental Entity and otherwise make an appropriate response in compliance with such request. Subject to Applicable Law, no filing of, or amendment or supplement to, or written correspondence with any Governmental Entity or its staff with respect to such Antitrust Laws shall be made by the Company or Parent without providing the other party a reasonable opportunity to review and comment thereon and consider in good faith the comments of the party with respect thereto. (c) In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by Applicable Law or by the applicable Governmental Entity, the parties hereto agree to: (i) give each other reasonable advance notice of all substantive discussions or meetings with any Governmental Entity relating to the Merger or any other transactions contemplated hereby; (ii) give each other an opportunity to participate in each of such substantive discussions or meetings where permitted by Applicable Law and the relevant Governmental Entity; (iii) keep the other party reasonably apprised with respect to any substantive communications with any Governmental Entity regarding the Merger or any other transactions contemplated hereby; (iv) cooperate in the failure to obtainfiling of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger or any other transactions contemplated hereby, articulating any regulatory approvals or competitive argument and/or responding to requests or objections made by any Governmental Entity; (v) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Entity relating to the Merger or any other transactions contemplated hereby; and (vi) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with any Governmental Entity with respect to all efforts to satisfy the conditions set forth in Section 7.1(b) and Section 7.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other under this Section 6.5 may be made on an outside counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information, and may be withheld or redacted as necessary to comply with contractual arrangements, to preserve attorney-client, attorney work product or other legal privilege, or the extent required under applicable Law. (d) Without limiting the generality of the foregoing provisions of Section 6.5(a), in connection with the event that any Takeover Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement (including the Merger), the Company, at the direction of the Company Board, shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Merger). Table of Contents (e) Parent shall take all actions with respect to a Divestible Product Line (as defined below) to, as promptly as practicable, eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Governmental Entity with jurisdiction over the enforcement of any Antitrust Law, regarding the Merger, including by (i) proposing, negotiating, offering to commit and effecting (and if such offer is accepted, committing to and effecting), by consent decree, hold separate order or otherwise, the license, sale, divestiture or disposition of such assets (including Intellectual Property Rights and any assets used in multiple product lines, operations or businesses of Parent, the Company or any of their respective Subsidiaries (“Mixed Use Assets”)), businesses and product lines of Parent, the Company and their respective Subsidiaries and Affiliates, now owned or hereafter sought to be acquired, (such license, sale, divestiture or disposition, a “Divestiture”), (ii) otherwise offering or offering to commit to operational restrictions, whether or not such restrictions limit or modify Parent’s rights of ownership in, or ability to conduct its businesses, product lines or operation of its or its Subsidiaries’ assets (including Intellectual Property Rights and Mixed Use Assets), including, after the Closing, the businesses, product lines or operation of the assets (including Intellectual Property Rights and Mixed Use Assets) of the Company or its Subsidiaries, in each case as determined necessary or advisable in order to obtain all consents necessary to satisfy the conditions set forth in Section 7.1(b) and Section 7.1(c) prior to the Termination Date and/or to avoid the entry of, or to effect the dissolution of, any Order that would have the effect of preventing or materially delaying the consummation of the Merger and the other transactions contemplated by this Agreement, and (iii) proposing, negotiating, offering to commit and effecting (and if such offer is accepted, committing to and effecting) supply and other commercial arrangements; provided, however, notwithstanding anything to the contrary set forth in this Agreement, Parent shall not be required to (i) sell, divest, exclusively license, hold separate, or otherwise dispose of, or (ii) grant any non-exclusive license, accept any operational restrictions or take or agree commit to take any other action actions (including entering into agreements supply and other commercial arrangements) which restrictions or actions would limit Parent’s or any of its Subsidiaries’ freedom of action with respect to, assets, licenses, product lines, operations or businesses of Parent, the Company or any of their respective Subsidiaries that, individually or in the aggregate, generated total collective revenues in excess of $66,000,000 in Parent’s or the Company’s fiscal year 2017, as applicable (the “Revenue Cap”), provided, for purposes of calculating the Revenue Cap, with respect to any equity investmentsMixed Use Assets, joint venturesonly the revenue generated by the Divestible Product Line shall be counted towards the Revenue Cap, acquisitionsexcept that, mergersin the case of clause (ii), consolidations the revenues of the asset, license, product line, operation or business combinationsimpacted by such non-exclusive license, operational restriction or action, respectively, shall be considered in determining whether the Revenue Cap has been achieved only if: (A) which such restrictions or actions would reasonably be expected limit Parent’s or its Affiliate’s freedom of action after the Effective Time with respect to result such impacted asset, product line, operation or business, respectively, of Parent, the Company or any of their respective Subsidiaries in a respect that is material to such impacted asset, product line, operation or business, respectively, of Parent, the Company or any of their respective Subsidiaries (it being understood that an obligation to continue selling or supporting a product in any delay jurisdiction shall not, in obtainingand of itself, or which would reasonably be expected construed to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Mergerbe a material limitation), or which would (B) in the case of a non-exclusive license, the adverse effect of such non-exclusive license is material with respect to the impacted asset, license, product line, operation or business, respectively of Parent, the Company or any of their respective Subsidiaries. Notwithstanding the foregoing, in no event shall Parent be required to (i) sell, divest, license, hold separate, or otherwise reasonably be expected dispose of any wafer fabrication facility or wafer fabrication equipment of Parent, the Company or any of their respective Subsidiaries if such wafer fabrication facility or wafer fabrication equipment is used in the production of multiple product lines that, in the aggregate, generated revenue in excess of the Revenue Cap in fiscal year 2017, (ii) license Intellectual Property Rights of Parent, the Company or their respective Subsidiaries, to prevent a Third Party, if Parent, the Company or delay such Subsidiaries (as applicable) are not permitted by the Merger.Governmental Entity (with jurisdiction over the enforcement of any Antitrust Law that is seeking such antitrust remedy) to contractually prohibit such Third Party from using such licensed Intellectual Property Rights to sell, manufacture or distribute any Non-Divestible Product Line, or (iii) sell or divest Intellectual Property Rights of Parent, the Company or their respective Subsidiaries, to a Third Party, if Parent, the Company or such Subsidiaries (as applicable) are not permitted by the Governmental Entity (with jurisdiction over the enforcement of any Antitrust Law that is seeking such antitrust remedy) to (A) contractually require such Third Party to license such Intellectual Property Rights to any of Parent, the Company or their respective Subsidiaries (to the extent such Intellectual Property Rights is necessary to sell, manufacture or distribute any Non-Divestible Product Line and (B) contractually prohibit such Third Party from Table of Contents

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its respective Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause each of the conditions to the Offer set forth in Section 2.1(a1.1(a) and Annex A to be satisfied and cause each of the conditions to the Merger set forth in Article VIII VII to be satisfied; satisfied as promptly as practicable after the date of this Agreement, (ii) obtain without limitation of Section 6.3, obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities and make all necessary registrations, declarations and filings with any Governmental Authorities, Authorities that are necessary to consummate the Offer and the Merger; and , (iii) resist, contest, appeal and remove any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the consummation of the transactions contemplated by this Agreement (including any Legal Proceeding or Order in connection with the matters contemplated by Section 6.3), and (iv) at the written request of Parent, obtain all necessary or appropriate consents, waivers and approvals Consents from third parties under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, action that is intended toto prevent, or has (or would reasonably be expected to have) the effect ofimpair, preventing, impairing, delaying materially delay or otherwise adversely affecting affect the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” fee or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody) under any Contract. (b) Parent In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other parties and assist and cooperate with the other parties, in each case in accordance with the terms of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement. (c) Each party agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent it shall not, and shall cause its Affiliates not to to, directly or indirectly, (i) enter acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consummate any agreements consolidating with, or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase by purchasing a substantial portion of assets or otherwise) of any ownership interest or the assets of or equity in, or by any other manner, any business or any Person or division or part thereof, or any securities or collection of assets, if such ownership interest doing so would or assets would reasonably be expected to (A) result in any material delay in obtaining, or to result in materially increase the failure to obtainrisk of not obtaining, any regulatory approvals Consent of any Governmental Body required in connection with the transactions contemplated hereby (including the Merger)) or (B) restrict, prevent, prohibit, impede or materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinationsA) which would reasonably be expected to result in any material delay in obtaining, or which would reasonably be expected to result in materially increase the failure to obtainrisk of not obtaining, any approvals Consent of any Governmental Authority Body required in connection with the transactions contemplated hereby (including the Merger)) or (B) restrict, prevent, prohibit, impede or which would otherwise reasonably be expected to prevent or materially delay the Mergerconsummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (ia) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (iib) obtain all necessary actions or non-actions, waiverswaivers and Consents by, consentsof, approvals, orders and authorizations from to or in respect of Governmental Authorities (each, a “Governmental Clearance”) and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergerother transactions contemplated hereby; and (iiic) obtain all necessary in the case of Parent and Merger Sub, settle, as soon as practicable, proceeds from the Financing Commitments in U.S. dollars (including by converting such proceeds into U.S. dollars) in such amount as is sufficient (assuming full performance of the Support Agreement at or appropriate consentsprior to the Closing) to (and cause such amount to be available for and utilized in full to) (i) consummate the transactions contemplated by this Agreement, waivers including the Merger, on the terms contemplated by this Agreement, and approvals under (ii) pay the aggregate Per Share Merger Consideration, Per ADS Merger Consideration, Share Award Consideration and Note Consideration pursuant hereto and any Material Contracts other amounts required to which the Company or any of its Subsidiaries is a party be paid in connection with this Agreement and the consummation of the transactions contemplated herebyby this Agreement, including the Merger, upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith (such settlement, the “Currency Settlement”). Without limiting the generality of the foregoing, each of Parent and Merger Sub shall use reasonable best efforts to cause the Sponsors to obtain the Parent Required Approvals. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any actionaction that, or fail to take any actionaction if such failure, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of the Parent, Acquisition Merger Sub Inc., Merger Sub LLC and the Company 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 party Party or parties Parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective, in the most expeditious manner as promptly as reasonably practicable, the transactions contemplated by this AgreementMergers and the other Transactions, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, novations, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Mergers or any of the other Transactions. Each of the Parent, Merger Sub Inc., Merger Sub LLC and the MergerCompany undertakes and agrees to: (x) make an appropriate and complete filing of a Notification and Report Form under the HSR Act with the FTC and the Antitrust Division within ten (10) Business Days after the date of this Agreement; (y) make all other required filings and applications with respect to other Applicable Laws as promptly as practicable; and (iiiz) not extend any waiting period under the HSR Act or other applicable Antitrust Laws or enter into any agreement with the FTC, the Antitrust Division or any other Governmental Authority with respect to the Transactions (including any such agreement with respect to any actions, restrictions or conditions to the consummation of the Transactions or not to consummate the Transactions), except with the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed; provided that it shall not be unreasonable to withhold, condition or delay consent with respect to any action, restriction or condition that, individually or in the aggregate, would or would reasonably be expected to be materially adverse to Parent, the Surviving Company and their respective Subsidiaries, taken as a whole). The Company and Parent shall each have the responsibility for their respective filing fees associated with filings pursuant to the HSR Act and all other antitrust and other regulatory filings with any Governmental Authority, including those that may be required to be filed in any other jurisdiction. In furtherance thereof, each of the Company and Parent shall, if requested, use reasonable best efforts to obtain all necessary or appropriate consents, waivers and approvals under any Company Material Contracts, Company Government Contracts, Parent Material Contracts or Parent Government Contracts, as applicable, to which the Company or any of its Subsidiaries Subsidiaries, or Parent or any of its Subsidiaries, as applicable, is a party in connection with this Agreement and the consummation of the transactions contemplated herebyTransactions so as to maintain and preserve the benefits under such Company Material Contracts, Company Government Contracts, Parent Material Contracts or Parent Government Contracts following the consummation of the Transactions. In addition to the foregoing, neither Parent or Acquisition Subnone of the Company, on the one hand, nor the Companynor, except for actions taken in accordance with Section 6.02, Parent, Merger Sub Inc. or Merger Sub LLC, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.the

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Agreement, including Section 6.25.3, each of Parent, Acquisition Sub and the Company shall each cooperate fully with the other and use its reasonable best efforts efforts, in satisfaction of the HSR Act, 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 party or parties hereto in doing, all things reasonably necessary, proper necessary or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicablepossible, the transactions contemplated by this Agreementhereby, including using reasonable best efforts to by (i) cause obtaining (and cooperating with the conditions to the Offer set forth other in Section 2.1(aobtaining) and Annex A any clearance, consent, authorization, order or approval of, or any exemption by, any Person or Governmental Entity required to be satisfied obtained or made by Parent, Sub and cause Company in connection with the conditions transactions contemplated hereby, and the expiration of all applicable waiting periods with respect to the Merger set forth in Article VIII to be satisfied; any Governmental Entities, (ii) obtain making any and all necessary actions or non-actionsnotices, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations registrations and filings that may be necessary or advisable to obtain the approval or waiver from, or to avoid any Action by, any Governmental Entity, including without limitation, filing (A) within five (5) Business Days of the date hereof with the United States Federal Trade Commission and the United States Department of Justice the notification and report forms required under the HSR Act for the transactions contemplated hereby (which forms shall request “early termination”) and (B) as promptly as practicable with any other applicable Governmental AuthoritiesEntity, the antitrust filings and notifications required under foreign merger control, antitrust, or competition Laws for the transactions contemplated hereby (which filings and notification shall request “early termination” or its equivalent, if applicable) and any supplemental or additional information which may be requested in connection therewith by such Governmental Entity or under applicable Laws, (iii) responding as promptly as practicable to any requests for supplemental or additional information which may be issued by such Governmental Entity under merger control, antitrust or competition Laws in connection with the above filings, (iv) resisting, resolving or defending any Action, whether brought by a Governmental Entity or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (v) executing any certificates, instruments or other documents that are necessary to consummate and make effective the Offer transactions contemplated hereby and to fully carry out the Merger; purposes and intent of this Agreement. Without limiting the generality of the foregoing, each of the parties shall use its commercially reasonable efforts to (A) prepare and furnish all necessary information and documentation and make presentations to Governmental Entities, (B) otherwise do whatever is necessary or advisable to assist and cooperate with each other in obtaining such clearance from Governmental Entities, (C) respond as promptly as practicable to any inquiries or requests received from any Governmental Entity for additional information or documentation and (D) respond as promptly as practicable to any other inquiries or requests received from any Governmental Entity in connection therewith. (b) Parent, Sub and Company shall keep the other parties reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (i) promptly notifying the other of, and if in Writing, with the exception of the Notification and Report Form and its attachments to be submitted pursuant to the HSR Act, furnishing the other with advance copies of, with a reasonable opportunity to comment thereon (or, in the case of material oral communications, advising the other orally in advance of) any communications from or with any Governmental Entity with respect to the transactions contemplated hereby, (ii) discussing with the other party in and considering in good faith the views of the other in connection with, any proposed Written (or any material proposed oral) communication with any such Governmental Entity, (iii) obtain not participating in any meeting with any such Governmental Entity unless, to the extent reasonably feasible, it consults with the other parties in advance and to the extent permitted by such Governmental Entity gives the other parties the opportunity to attend -49- and participate thereat, (iv) furnishing the other party (or their respective counsel, pursuant to an appropriate joint defense and confidentiality agreement) with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the transactions contemplated hereby; provided, however, that materials can be entirely withheld if they relate to the valuation of the transaction or where sharing the information would, in the good faith belief of the party whose material it is, would be prohibited by Law or violate contractual obligations and (v) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably request in connection with its preparation of necessary filings or appropriate consentssubmissions of information to any such Governmental Entity. (c) Nothing in this Agreement, waivers and approvals under including this Section 5.15, obligates Parent, or any Material Contracts of its Subsidiaries or Affiliates, (i) to which the dispose of or transfer any assets, businesses, or voting securities, or to commit to cause Company or any of its Subsidiaries is a party in connection with this Agreement and to dispose of or transfer any assets, businesses, or voting securities, (ii) to discontinue offering any product or service, or to commit to cause Company or any of its Subsidiaries to discontinue offering any product or service, (iii) to license or otherwise make available any technology, software or other proprietary rights, or to commit to cause Company or any of its Subsidiaries to license or otherwise make available any technology, software or other proprietary rights, (iv) to hold separate any assets, operations, or voting securities (either before or after the consummation Closing Date), or to commit to cause Company or any of its Subsidiaries to hold separate any assets, operations, or voting securities, (v) to terminate or modify any existing relationships or contractual rights, or to commit to cause Company or any of its Subsidiaries to terminate or modify any existing relationships or contractual rights, (vi) to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Company or any of its Subsidiaries, or to cause Company or any of its Subsidiaries to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Company or any of its Subsidiaries, or (vii) to agree or commit to doing any of the transactions contemplated herebyforegoing. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior agree or commit to the Effective Time to pay doing any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any foregoing without Parent’s prior Written consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (bd) Parent agreesNothing in this Agreement, on behalf of itself and its Affiliatesincluding this Section 5.15, thatobligates Parent, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not Sub or Company to (i) enter into or waive any conditions to such parties’ obligation to consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result hereunder as set forth in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the MergerArticle VII.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled; (ii) defend against any Legal Proceeding challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement; (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, obtain the expiration or termination of any applicable waiting periods, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), and take all steps as may be necessary to obtain any actions or non-actions, waivers, consents, approvals, Orders and authorizations from or expiration or termination of waiting periods, and to avoid an action or proceeding by, any Governmental Entity and any impediment to the consummation of the Merger under any applicable Laws (including Antitrust Laws), (iv) cooperate and coordinate with the other in obtaining any approvals from a Governmental Entity that are is required to transfer from the Company and any of its Subsidiaries to Parent of any Export and Import Approvals, and (v) execute or deliver any additional instruments reasonably necessary to consummate the Offer transactions contemplated by, and to fully carry out the Merger; and (iii) purposes of, this Agreement. In addition, at Parent’s request, the Company will seek to obtain all necessary or appropriate consents, waivers and approvals to be contingent upon Closing under any Material Contracts Contracts, Leases or Company IP Agreements identified by Parent to which the Company in writing after the date hereof; provided, that, if the counterparty to any Contract or the lessor or licensor under any Lease, conditions its grant of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any actionconsent upon, or fail otherwise requires in response to take any action, that is intended to, a notice or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the consent request regarding this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any payment of a consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of additional security (including a guaranty) ), the Company shall not make such payments or otherwise assume or agree to assume provide such additional security without Parent’s written consent; provided, further, each of Parent, Merger Sub and the Company acknowledges and agrees that obtaining any Liability that is not conditioned upon the consummation of the Merger, to obtain any such consent, waiver or approval of any Person (including any Governmental Authority) under any Contractshall not be a condition to the Merger. (b) Without limiting the generality of the foregoing provisions of Section 6.5(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent agrees, on behalf and the Company shall file with the FTC and the Antitrust Division of itself the DOJ a Notification and its Affiliates, that, between the date of Report Form relating to this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger)) as required by the HSR Act and in any event within ten (10) Business Days following the execution and delivery of this Agreement, or (ii) take or unless Parent and the Company mutually agree to take any file such form at a later date, and shall promptly make all comparable pre-merger notification filings, forms and submissions required under such other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.Antitrust Laws as may be

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company parties hereto shall use its their respective reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other party or parties hereto in doingdone promptly, all things reasonably necessary, proper or advisable under applicable Law or otherwise and regulations to satisfy all of the conditions to the obligations of the other parties hereto and to consummate and make effectiveeffective the Merger and the transactions contemplated hereby, in the most expeditious manner practicable, to obtain all necessary waivers, consents approvals of any Governmental Entity with respect to the consummation of the Merger and to effect all necessary registrations and filings with any Governmental Entity and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause Agreement for the conditions purpose of securing to the Offer set forth in Section 2.1(a) and Annex A parties hereto the benefits contemplated by this Agreement; provided, however, that, if any proceeding is instituted (or threatened to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (iiinstituted) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or challenging the Merger or the ability other transactions contemplated by this Agreement as violative of such party to fully perform its obligations under any Antitrust Law, it is expressly understood and agreed that Parent and the Agreement. Notwithstanding anything Company shall consult and cooperate with one another as to the contrary hereinappropriate response; provided, the Company further, that Parent shall not be required prior to the Effective Time agree to pay (a) any consent license, sale or other similar fee, “profit-sharing” disposition or other similar payment or other consideration holding separate (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms through establishment of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets trust or otherwise) of any ownership interest shares of capital stock or of any business, assets or properties of Parent, its Subsidiaries or Affiliates or of the Company, (b) the imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates or the Company to conduct their respective businesses or own any capital stock or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result acquire, hold or exercise full rights of ownership of their respective businesses and, in the failure to obtaincase of Parent, any regulatory approvals required in connection with the transactions contemplated hereby (including businesses of the Merger)Company, or (iic) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals imposition of any Governmental Authority required impediment on Parent, its Subsidiaries or Affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in connection with the transactions contemplated hereby (including the Mergera), (b) or which would otherwise reasonably be expected (c), an “Action of Divestiture”). Nothing herein shall require Parent or the Company to prevent or delay the Mergerlitigate with any Governmental Entity.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain of all necessary consents, approvals or waivers from third parties; (iv) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement; and (v) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement or the Ancillary Agreements. In Subject to Section 5.2(b) and Section 5.3(c), in addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its their 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this AgreementAgreement (including the Merger), including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VII hereof to be satisfiedsatisfied or fulfilled; (ii) defend against any Legal Proceeding challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement; (iii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Authorities and Entities, obtain the expiration or termination of any applicable waiting periods, make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), and take all steps as may be necessary to obtain any actions or non-actions, waivers, consents, approvals, Orders and authorizations from or expiration or termination of waiting periods, and to avoid an action or proceeding by, any Governmental Entity and any impediment to the consummation of the Merger under any applicable Laws (including Antitrust Laws), (iv) cooperate and coordinate with the other in obtaining any approvals from a Governmental Entity that are is required to transfer from the Company and any of its Subsidiaries to Parent of any Export and Import Approvals, and (v) execute or deliver any additional instruments reasonably necessary to consummate the Offer transactions contemplated by, and to fully carry out the Merger; and (iii) purposes of, this Agreement. In addition, at Parent’s request, the Company will seek to obtain all necessary or appropriate consents, waivers and approvals to be contingent upon Closing under any Material Contracts Contracts, Leases or Company IP Agreements identified by Parent to which the Company in writing after the date hereof; provided, that, if the counterparty to any Contract or the lessor or licensor under any Lease, conditions its grant of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any actionconsent upon, or fail otherwise requires in response to take any action, that is intended to, a notice or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the consent request regarding this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any payment of a consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contractpayments), or the provision of additional security (including a guaranty) ), the Company shall not make such payments or otherwise assume or agree to assume provide such additional security without Parent’s written consent; provided, further, each of Parent, Merger Sub and the Company acknowledges and agrees that obtaining any Liability that is not conditioned upon the consummation of the Merger, to obtain any such consent, waiver or approval of any Person (including any Governmental Authority) under any Contractshall not be a condition to the Merger. (b) Without limiting the generality of the foregoing provisions of Section 6.5(a), as soon as may be reasonably practicable following the execution and delivery of this Agreement, each of Parent agrees, on behalf and the Company shall file with the FTC and the Antitrust Division of itself the DOJ a Notification and its Affiliates, that, between the date of Report Form relating to this Agreement and the Effective Timetransactions contemplated hereby (including the Merger) as required by the HSR Act and in any event within ten (10) Business Days following the execution and delivery of this Agreement, unless Parent and the Company mutually agree to file such form at a later date, and shall promptly make all comparable pre-merger notification filings, forms and submissions required under such other Antitrust Laws as may be applicable. Each of Parent and the Company shall (i) cooperate and coordinate with the other in connection with such filings, (ii) supply the other with any information that may be required in order to effectuate such filings, and (iii) supply additional information that is required or reasonably requested by the FTC, the DOJ or the competition or merger control authorities of any other applicable jurisdiction relating to this Agreement and the transactions contemplated hereby (including the Merger). Parent shall pay all filing fees, administrative fees, costs and expenses to any Governmental Entity incurred in connection with filings made in connection with this Section 6.5(b). Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication with or from any Governmental Entity regarding any of the transactions contemplated by this Agreement (including the Merger), and shall promptly provide to the other party copies of any written communications to or from any Governmental Entity with respect to the transactions contemplated hereby (which materials may be restricted to outside antitrust counsel and may be redacted (A) as necessary to comply with contractual arrangements and (B) as necessary to avoid waiver of the attorney-client privilege or other privileges). If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement (including the Merger), then such party shall use reasonable best efforts to provide, or cause to be provided, as soon as reasonably practicable and after consultation with the other party, additional information that reasonably may be required or requested by such Governmental Entity and otherwise make an appropriate response to such request. Subject to Applicable Law, no filing of, or amendment or supplement to, or written correspondence with any Governmental Entity or its staff with respect to Antitrust Laws shall be made by the Company or Parent without providing the other party a reasonable opportunity to review and comment thereon. Subject to Applicable Law, each party shall consult with the other party in advance of any meeting, telephone or video call or conference with any Governmental Entity with respect to Antitrust Laws and, to the extent not prohibited by the Governmental Entity, give the other party or its counsel the opportunity to attend and participate in such meetings, telephone or video calls or conferences. (c) Without limiting the generality of the foregoing provisions of Section 6.5(a), in the event that any Takeover Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement (including the Merger), the Company, at the direction of the Company Board, shall use reasonable best efforts to ensure that the transactions contemplated by this Agreement (including the Merger) may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement, and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby (including the Merger). (d) In furtherance and not in limitation of the foregoing, Parent shall notshall, and shall cause its Affiliates not to, use its reasonable best efforts to (x) resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law or (y) avoid the entry of, effect the dissolution of, and have vacated, lifted, reversed or overturned, any decree, order or judgment that would prevent, prohibit, restrict or delay the consummation of the contemplated transactions, so as to enable the parties to close the contemplated transactions expeditiously. Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that neither Parent nor Merger Sub shall be under any obligation to, or to cause any of their Affiliates to, make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (i) enter the sale, divestiture, license 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 or any of its Subsidiaries, other than any assets or categories of assets of the Company or any of its Subsidiaries which (x) would not be a material benefit of the transactions contemplated by this Agreement to Parent and (y) are not material to the Company, (ii) the imposition of any material limitation or regulation that would limit the ability of Parent or any of its Affiliates to freely conduct their business or own such assets in any material respect, or (iii) the holding separate of the shares of Company Common Stock or any limitation or regulation on the ability of Parent or any of its Affiliates to exercise full rights of ownership of the shares of Company Common Stock. (e) Notwithstanding anything herein to the contrary, and for the avoidance of doubt, nothing in this Agreement shall prohibit or otherwise restrict Parent or any of its Affiliates from entering into or consummate any agreements or arrangements Contract for an acquisition (via by stock purchase, merger, consolidation, amalgamation, purchase of assets assets, license or otherwise) of any ownership interest or assets of any Person Person, even if such ownership interest transaction would likely prevent or assets would reasonably be expected to result in any materially delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including consummation of the Merger); provided, nothing in this Section 6.5(e) will be deemed to limit or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Mergermodify Parent’s obligations under Section 8.3.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including by: (i) using its reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII VI to be satisfied; satisfied or fulfilled; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary using its reasonable best efforts to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals approvals, and to provide all necessary notices, under (A) any Material material Contracts to which the Company or any of its Subsidiaries is a party and (B) any other Contracts to which the Company or any of its Subsidiaries is a party that Parent shall reasonably request in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated by this Agreement; provided, however, that, in the event that the other parties to any such Contract, including any lessor or licensor of any Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract, the Company shall not make or commit to make any such payment or provide any such consideration without Parent’s prior written consent; (iii) making all necessary registrations, declarations and filings with Governmental Entities in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent and obtaining all necessary actions or Acquisition Subnon-actions, on the one handwaivers, nor the Companyclearances, on the other handconsents, shall take any actionapprovals, or fail to take any action, that is intended to, or has orders and authorizations from Governmental Entities (or would reasonably be expected to haveincluding all Antitrust Approvals) the effect of, preventing, impairing, delaying or otherwise adversely affecting in connection with this Agreement and the consummation of the Offer or transactions contemplated hereby; (iv) executing and delivering any additional instruments reasonably necessary to consummate the Merger or the ability of such party transactions contemplated by, and to fully perform carry out the purposes of, this Agreement; and (v) assisting the other parties in (A) making all necessary registrations, declarations and filings with Governmental Entities in connection with this Agreement and the consummation of the transactions contemplated hereby, including by providing such information regarding itself, its obligations under Affiliates and their respective operations as may be requested in connection with a filing by it or any of its Subsidiaries, (B) obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from Governmental Entities (including all Antitrust Approvals) in connection with this Agreement and the consummation of the transactions contemplated hereby, and (C) delivering any additional instruments required to be made, obtained or delivered to consummate the transactions contemplated by this Agreement. . (b) Notwithstanding anything to the contrary hereinset forth in this Agreement, nothing in this Section 5.7 or elsewhere in this Agreement shall be deemed to require Parent or the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not Subsidiary thereof to (i) enter into litigate or consummate otherwise contest any agreements administrative or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets judicial action or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably proceeding that may be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required brought in connection with the transactions contemplated hereby (including the Merger), by this Agreement or (ii) take or agree to take any other action (including entering into agreements with respect to divesture by itself or any equity investmentsof its Affiliates of shares of capital stock or of any business, joint ventures, acquisitions, mergers, consolidations assets or business combinations) which would reasonably be expected to result in any delay in obtainingproperty, or which would reasonably be expected to result in the failure to obtain, any approvals imposition of any Governmental Authority required in connection with limitation on the transactions contemplated hereby (including the Merger)ability of any of them to conduct their business or to own or exercise control of such assets, or which would otherwise reasonably be expected to prevent or delay the Mergerproperties and stock.

Reasonable Best Efforts to Complete. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub Parent and the Company shall cooperate fully with the other and 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicablepossible, the Merger and the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to by (i) cause obtaining (and cooperating with the conditions to the Offer set forth other in Section 2.1(aobtaining) and Annex A any clearance, consent, authorization, order or approval of, or any exemption by, any Governmental Entity required to be satisfied obtained or made by Parent or the Company in connection with the Merger, and cause making any and all registrations and filings that may be necessary or advisable to obtain the conditions approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including all filings required by the Merger set forth in Article VIII to be satisfied; HSR Act and any other applicable Antitrust Laws, (ii) obtain obtaining all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any of the Parent Material Contracts, Company's Material Contracts to which the and Company or any of its Subsidiaries is a party Real Property Leases in connection with the Merger, (iii) authorizing for listing on the NYSE, upon official notice of issuance, the shares of Parent Common Stock to be issued in the Merger, (iv) reserving for issuance the shares of Parent Common Stock issuable upon the exercise of all Assumed Options, (v) defending any lawsuit or other proceeding, whether brought by a Governmental Entity or other third party, seeking to challenge this Agreement or the transactions contemplated hereby, including by seeking to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, and (vi) executing any certificates, instruments or other documents that are necessary to consummate and make effective the transactions contemplated hereby and to fully carry out the purposes and intent of this Agreement. (b) Each of the Company and Parent shall keep the other reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (i) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advising the other orally of) any communications from or with any Governmental Entity (whether domestic, foreign or supranational) with respect to the transactions contemplated hereby, (ii) permitting the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) EXECUTION COPY communication with any such Governmental Entity, (iii) not participating in any meeting with any such Governmental Entity unless it consults with the other in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate thereat, (iv) furnishing the other with copies of all correspondence, filings and communications between it and any such Governmental Entity with respect to this Agreement and the consummation of the transactions contemplated hereby, and (v) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. In addition Each of the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the foregoingother under this Section 6.6 as "counsel only" and, neither Parent or Acquisition Subin such event, on such material and the one hand, nor information contained therein shall be given only to the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation legal counsel of the Offer recipient and shall not be disclosed by such counsel to non-legal directors, officers, employees or other advisors or representatives of the Merger recipient unless express permission is obtained in advance from the source of the materials or the ability of such party to fully perform its obligations under the Agreement. legal counsel. (c) Notwithstanding anything to the contrary hereinset forth in this Section 6.6 or elsewhere in this Agreement, neither Parent nor any of its affiliates shall be required to (i) sell or dispose of or hold separately (through a trust or otherwise) any assets or businesses or interests in any assets or businesses of Parent, the Company shall not be required prior or their respective affiliates or make any other change in any portion of the businesses of the Company or Parent or incur any other limitation on the conduct of the businesses of the Company or Parent to the Effective Time to pay any consent or other similar feeobtain such clearances, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendmentsconsents, supplements or other modifications to (or waivers of) the existing terms of any Contract)authorizations, or the provision of additional security (including a guaranty) or otherwise assume orders, approvals and exemptions or agree to assume do, or submit to orders providing for, any Liability of the foregoing, in each case whether before or after the Effective Time, or (ii) if any governmental body that is not conditioned upon has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action which Parent reasonably believes would be prohibited or restricted under such preliminary injunction or restraining order. (including entering into agreements d) In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement or to vest the Surviving Corporation with respect full title to any equity investmentsall properties, joint venturesassets, acquisitionsrights, mergersapprovals, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals immunities and franchises of any Governmental Authority required in connection with of the transactions contemplated hereby (including parties to the Merger), or which would otherwise the proper officers and directors of each party hereto shall take all such necessary action as may be reasonably be expected requested by Parent to prevent or delay the Mergerachieve such intent.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer Merger and the Mergertransactions contemplated hereby; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement; and (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement and the Ancillary Agreements. In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time Time, nor shall it obligate itself after the Effective Time, to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Agreement, including Section 6.26.02, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and Merger. In furtherance thereof, the Merger; and (iii) Company shall, if requested, use commercially reasonable efforts to obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor nor, except for actions taken in accordance with Section 5.02, the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers ofpayments) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon Subject to Section 7.4, upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Sub and the Company 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article ARTICLE VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts (including, for the avoidance of doubt, the Credit Agreement) to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated herebyhereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement (other than the Senior Notes or Senior Subordinated Notes). In Subject to Section 7.4, in addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any the consent, waiver or approval of any Person (including any Governmental Authority) under any Contract. (b) Parent agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall cause its Affiliates not to (i) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any Person if such ownership interest or assets would reasonably be expected to result in any delay in obtaining, or to result in the failure to obtain, any regulatory approvals required in connection with the transactions contemplated hereby (including the Merger), or (ii) take or agree to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in any delay in obtaining, or which would reasonably be expected to result in the failure to obtain, any approvals of any Governmental Authority required in connection with the transactions contemplated hereby (including the Merger), or which would otherwise reasonably be expected to prevent or delay the Merger.

Reasonable Best Efforts to Complete. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2Agreement, each of Parent, Acquisition Merger Sub and the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its Representatives 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 party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and each of the other transactions contemplated by this Agreement, including using reasonable best efforts to to: (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause each of the conditions to the Merger set forth in Article VIII VI to be satisfiedsatisfied as promptly as practicable after the Agreement Date; (ii) obtain without limitation of Section 5.6, obtain, as promptly as practicable after the Agreement Date, and maintain all necessary actions or non-actions, waivers, consents, approvals, orders actions and authorizations Consents from any Governmental Authorities Bodies and make all necessary registrations, declarations and filings with any Governmental Authorities, Bodies that are necessary to consummate the Offer Merger and the Mergerother transactions contemplated hereby; and (iii) obtain all necessary resist, contest, appeal and remove any Legal Proceeding and to have vacated, lifted, reversed or appropriate consentsoverturned any Restraint, waivers whether temporary, preliminary or permanent, that is in effect and approvals under that prohibits, prevents, restricts or restrains the transactions contemplated hereby (including any Material Contracts to which the Company Legal Proceeding or any of its Subsidiaries is a party Restraint in connection with this Agreement and the consummation of the transactions matters contemplated herebyby Section 5.6). In addition to the foregoing, neither Parent or Acquisition Merger Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, action that is intended toto prevent, or has (or would reasonably be expected to have) the effect ofimpair, preventing, impairing, delaying materially delay or otherwise adversely affecting affect the consummation of the Offer Merger or the Merger other transactions contemplated hereby or the ability of such party to fully perform its obligations under the this Agreement. Notwithstanding anything to the contrary herein, none of the Company Company, Parent or Merger Sub shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” fee or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability obligation, liability or commitment that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval Consent of any Person (including any Governmental AuthorityBody) under any Contract. (b) Parent In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other parties and assist and cooperate with the other parties, in each case in accordance with the terms of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the Agreement Date. (c) Each party agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement Date and the Effective Time, Parent it shall not, and shall cause its Affiliates not to to, directly or indirectly, (i) enter acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consummate any agreements consolidating with, or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase by purchasing a substantial portion of assets or otherwise) of any ownership interest or the assets of or equity in, or by any other manner, any business or any Person or division or part thereof, or any securities or collection of assets, if doing so would, or such ownership interest or assets would party reasonably be expected to anticipates it would, (A) result in any material delay in obtaining, or to result in materially increase the failure to obtainrisk of not obtaining, any regulatory approvals Consent of any Governmental Body required in connection with the transactions contemplated hereby (including the Merger)) or (B) restrict, prevent, prohibit, impede or materially delay the consummation of the Merger or any of the other transactions contemplated by this Agreement, or (ii) take or agree to take any other action that it expects will (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinationsA) which would reasonably be expected to result in any material delay in obtaining, or which would reasonably be expected to result in materially increase the failure to obtainrisk of not obtaining, any approvals Consent of any Governmental Authority Body required in connection with the transactions contemplated hereby (including the Merger)) or (B) restrict, prevent, prohibit, impede, or which would otherwise reasonably be expected to prevent or materially delay the Mergerconsummation of the Merger or any of the other transactions contemplated by this Agreement.