Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. (a) Subject to the terms and conditions hereof, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, and in all cases subject to Section 7.2(a), each party will of Parent, 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, all things that are necessary, proper or advisable to consummate and make effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this AgreementOffer, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation each of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The , including using reasonable best efforts to (i) cause (A) each of the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and (B) each of the conditions to the Merger set forth in Article VIII to be satisfied, in each case as promptly as practicable after the date of this Agreement; (ii) subject to Section 7.2, obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions and Consents and Company Regulatory Permits from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Purchaser will each furnish Merger; (iii) obtain all necessary or appropriate Consents under any Contracts to one another which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby and (iv) reasonably cooperate with the other party or parties with respect to their respective counsel all such information as may any of the foregoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required in order to, and the Company shall not without the consent of Parent, 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 accomplish enter into any amendments, supplements or other modifications to (or waivers of) the foregoing actionsexisting terms of any Contract), or 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 of any Person (including any Governmental Authority) under any Contract.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofExcept as otherwise contemplated in this Agreement, each party will of the Company, Parent and Sub agree to use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to do, each other in connection with any such requirements imposed upon any of them or cause to be done, all things necessary, proper or advisable to consummate any of their subsidiaries in connection with the transactions Offer and the Merger. Except as otherwise contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing DateAgreement, each of the parties will (i) give all required notices to third parties Company, Parent and Governmental Entities Sub shall, and shall cause its subsidiaries to, use its reasonable best efforts to take all reasonable actions necessary to obtain all (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party and governmental consents and approvals that it is required to obtain be obtained or made by Parent, Sub, the Company or any of their subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated thereby or by this Agreement, except that no party need waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any assets. Without limiting the Merger foregoing, Parent shall (i) contemporaneously with the purchase of Shares pursuant to the Offer, lend, contribute or otherwise transfer to the Company funds in an amount sufficient to enable the Company to repay its then outstanding indebtedness under the Amended and Restated Credit Agreement dated as of July 15, 1997 referred to in Item 4.05 of the other transactions contemplated hereby Company Letter and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks cause the Company to modify, delay or prohibit repay such indebtedness contemporaneously with such purchase and obtain the consummation release of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In all guaranties and security interests granted in connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatindebtedness. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 5.9), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will including: (i) give the obtaining of all required notices to third parties necessary Permits, waivers, and actions or nonactions from Governmental Entities and use its reasonable best efforts the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third party parties; and governmental consents (iii) the execution and approvals that it is required delivery of any additional instruments necessary to obtain in connection with this Agreement, consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other transactions in the taking of the actions contemplated hereby by clauses (i), (ii), and (iiiii) use its reasonable best efforts immediately above; and (B) supply the other with any information that may be reasonably required in order to prevent effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by this Agreement Agreement. If the Company, on the one hand, or Parent or Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it 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, and, if issued, to appeal permitted by applicable Law and by any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any applicable Governmental Entity, and subject to applicable Law, provide the other party party’s counsel with a copy of any such written communication (or written summary of any oral communication), advance notice and (z) not the opportunity to attend and participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning filing made thereto in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatAgreement. (cb) In connection with and without limiting The Company shall use its reasonable best efforts to obtain, for itself or one of its Subsidiaries, authority, whether by provisional license, provisional permit, co- license, contractual right, or otherwise, to conduct the foregoingCompany’s intended cannabis activities at a location in either Needles, California or Los Angeles, California (the Purchaser and “Southern California License”). If the Company will has not obtained the Southern California License, but all conditions to Closing set forth in Article VII (iother than Section 7.2(f)) take all action reasonably necessary to ensure that no state takeover statute have been satisfied or similar statute or regulation is or becomes applicable to the Merger, waived and this Agreement or any of has not been terminated pursuant to Article VIII, then the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that parties hereto shall consummate the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by pursuant to this Agreement and 200,000 shares of Parent Stock otherwise issuable as Closing Date Merger Consideration pursuant to minimize Section 2.3(a)(i) shall be withheld and delivered to the Escrow Agent and, so long as the Southern California License is obtained on or eliminate the effect of such statute or regulation on the Merger before April 15, 2019 (subject to extension if agreed to by Parent and the other transactions contemplated by this Agreement. The Stockholder Representative in their reasonable discretion), shall be released to the Exchange Agent for further delivery to the record holders of Company and Stock in the Purchaser will each furnish to one another and to their respective counsel all such information same manner as may be required set forth in order to accomplish the foregoing actionsSection 2.3(b).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, and in all cases subject to Section 7.2(b), each party will of Parent, 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, all things that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement and make effective, as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing DateTransactions, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its including using reasonable best efforts to (a) cause (i) each of the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and (ii) each of the conditions to the Merger set forth in Article VIII to be satisfied, in each case as promptly as practicable after the date of this Agreement, (b) obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions and Consents from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger, (c) obtain all third necessary Consents under any Contracts to which the Company or any of its Subsidiaries is a party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger Agreement and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), Transactions and (zd) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults reasonably cooperate with the other party in advance, and or parties with respect to any of the foregoing. Notwithstanding anything to the extent permitted by such Governmental Entitycontrary herein, give neither party, prior to the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoingEffective Time, the Purchaser shall be required to, and the Company will shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (iincluding increased rent or other similar payments) take all action reasonably necessary or agree to ensure enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract, or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability, to obtain any Consent of any Person (including any Governmental Authority) under any Contract; provided that, if so requested by Parent, the Company shall agree to any such payment, consideration, security or Liability that no state takeover statute or similar statute or regulation is or becomes applicable to conditioned upon the Merger, this Agreement or any consummation of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsOffer.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 5.09), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or non-actions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities (ii) the obtaining of all necessary consents or waivers from third parties (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Parent will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Parent shall, subject to applicable Law, promptly (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as promptly the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicablepracticable and after consultation with the other party, provided that nothing an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party's counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this section will require Agreement. Neither Parent nor the Company shall commit to take or agree (or permit their respective Subsidiaries to commit to or agree) with any action which would Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionunreasonably withheld or delayed). (b) Prior to Without limiting the Closing Date, each generality of the undertakings pursuant to Section 5.09(a) hereof, the parties will hereto shall (i) give all required notices provide or cause to third parties and be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a "Governmental Antitrust Authority") information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement (provided that in the case of the filing under the HSR Act, such filing shall be made within 10 Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) subject to the terms set forth in Section 5.09(c) hereof, use its their reasonable best efforts to obtain all third party and governmental consents and approvals that it is required take such actions as are necessary or advisable to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit prompt approval of the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect or expiration of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatapplicable waiting periods. (c) In connection with and without limiting the foregoing, event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Merger or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms transaction contemplated by this Agreement Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and otherwise Merger Subsidiary and shall use its reasonable best efforts to minimize contest and resist any such action or eliminate proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Subsidiary or any of their Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Subsidiary or any of their Subsidiaries shall be required to, and the Purchaser will each furnish to one another and to Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective counsel all Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective Subsidiaries; provided that, if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such information requirement, condition, limitation, understanding, agreement or order so long as may be required such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in order to accomplish the foregoing actionsevent the Closing occurs.

Reasonable Best Efforts. (a) Subject Each of the Company and Tribune agrees to the terms and conditions hereof, each party will use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Offer and the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to do, each other in connection with any such requirements imposed upon any of them or cause to be done, all things necessary, proper or advisable to consummate any of their Subsidiaries in connection with the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require Offer and the Merger. Each of the Company to take any action which would be inconsistent with the fiduciary duties of and Tribune shall, and shall cause its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing DateSubsidiaries to, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to take all actions necessary to obtain all (and shall cooperate with each other in obtaining) any Authorization of, or any exemption by, any Governmental Entity or other public or private third party and governmental consents and approvals that it is required to obtain be obtained or made by Tribune, the Company or any of their Subsidiaries in connection with this Agreement, the Offer and the Merger and or the other transactions taking of any action contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary thereby or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement andor the Voting Agreement; PROVIDED, if issuedthat Tribune shall not be required to agree, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action shall not agree without Tribune's consent, to waive any substantial rights or to accept any substantial limitation on its operations or to dispose of any material assets in connection with obtaining any such Authorization unless such waiver, limitation or disposition would not reasonably necessary be expected to ensure have a Material Adverse Effect on the Company or on Tribune, and PROVIDED, further, that no state takeover statute at Tribune's written request, the Company shall agree to any such waiver, limitation or similar statute or regulation is or becomes applicable to disposal, which agreement may, at the MergerCompany's option, this Agreement or any be conditioned upon and effective only as of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsEffective Time.

Reasonable Best Efforts. (a) Subject to the terms Each of Momentive and conditions hereofHexion shall, each party will and shall cause its Subsidiaries to, (i) use its all reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Transaction and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicablepracticable and (ii) obtain (and to cooperate with the other party to obtain) any consent, provided authorization, order or approval of, or any exemption by, any Governmental Entity and/or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement; provided, however, that nothing in this section will require the Company a party shall not be obligated to take any action which would be inconsistent pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption will result in a condition or restriction on such party or on Holdco having an effect of the type referred to in Section 6.1(d). Each of Momentive and Hexion will promptly cooperate with and furnish information to the other in connection with any such efforts by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionforegoing. (b) Prior Each of Hexion and its Board of Managers and Momentive and its Board of Directors shall, if any state takeover statute or similar statute becomes applicable to the Closing Datethis Agreement or any transactions contemplated hereby, each of the parties will (i) give use all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals ensure that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement hereby or thereby and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger this Agreement and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionshereby.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will the Company and Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) causing the conditions to the Merger set forth in Article 9 to be satisfied, (ii) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (iii) obtaining and maintaining all Permits and other confirmations required to be obtained from any Governmental Authority or other third party, including consents under any Material Contract, that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableand (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement, provided that nothing in this section will require subject to Section 6.03. Parent and the Company to take any action which would be inconsistent shall promptly consult with the fiduciary duties of other with respect to, provide any necessary information with respect to, and provide the other (or its Board of Directors as counsel) copies of, all filings made by such duties would exist under applicable Law in the absence of this section. (b) Prior party with any Governmental Authority or any other Person or any other information supplied by such party with any Governmental Authority or any other Person or any other information supplied by such party to the Closing Date, each of the parties will (i) give all required notices to third parties and a Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain Authority or any other Person in connection with this Agreement, the Merger Agreement and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Without limiting the foregoing, the Company shall use reasonable best efforts to file applications and the Purchaser will each furnish to one another and to their respective counsel all such information as any other filings that may be required to own and operate X-ray equipment with the state healthcare regulatory agencies in order to accomplish the foregoing actionsstates where the Company and its Subsidiaries currently operate.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofset forth in this Agreement, including this Section 6.5, Seller and Buyer will each use its reasonable best efforts to, and will assist and cooperate with the other Parties to (i) consummate and make effective the Transactions as promptly as reasonably practicable; (ii) obtain all necessary authorization, clearances, consents, orders and approvals, including the Seller Approvals, from Governmental Entities and make such registrations and filings as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Entity; (iii) obtain all necessary consents, approvals or waivers from third parties; (iv) defend any Actions challenging this Agreement or the Transactions; and (v) execute and deliver any additional instruments reasonably necessary to consummate and carry out fully the Transactions. Seller and Buyer will, subject to applicable Law, promptly cooperate and coordinate with the other in the taking of the actions contemplated by the foregoing, supply the other with any information that may be reasonably required in order to effectuate the taking of such actions and use reasonable best efforts to cooperate with each other in 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. Each Party will promptly inform the other Party or Parties, as the case may be, of any communication from any Governmental Entity regarding the Transactions, and, subject to the requirements of applicable Law and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Seller or Buyer, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect thereto. If Seller or Buyer receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then it will use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and, to the extent permitted by applicable Law, after permitting counsel for the other party reasonable opportunity to review in advance, and considering in good faith the views of the other party, an appropriate response in compliance with such request. Seller agrees that it will not participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the Transactions unless it consults with Buyer in advance and, to the extent not prohibited by such Governmental Entity, gives Buyer the opportunity to attend and participate. Neither Buyer nor Seller will commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period imposed under applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (b) [Reserved]. (c) In the event that any administrative or judicial Action is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the any of the Transactions, or any other agreement contemplated hereby, Seller will cooperate in all respects with Buyer and will use its reasonable best efforts to takecontest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of any of the Transactions. (d) Notwithstanding anything to the contrary set forth in this Agreement, none of Buyer, or cause to any of its Affiliates will be takenrequired to, all actions and to doSeller may not, without the prior written consent of Buyer, become subject to, consent to, or cause to be doneoffer or agree to, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to otherwise take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior respect to, any requirement, condition, limitation, Contract or order to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreementsell, license, assign, transfer, divest, hold separate or otherwise dispose of any Acquired Asset, the Merger and the other transactions contemplated hereby and Business or any portion thereof, (ii) conduct, restrict, operate, invest or otherwise change the Acquired Assets, the Business or any portion thereof in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business; provided that, if requested by Buyer, Seller will use its reasonable best commercially reasonably efforts to prevent become subject to, consent to, or offer or agree to, or otherwise take any preliminary action with respect to, any such requirement, condition, limitation, understanding, agreement or permanent injunction order so long as such requirement, condition, limitation, understanding, agreement or other order by a Governmental Entity that seeks to modify, delay or prohibit is only binding on Seller in the consummation event of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatClosing. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each party will of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Collateral Agreements as promptly as practicable, including, without limitation, (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Collateral Agreements and the taking of such commercially reasonable actions as are necessary to obtain any requisite Consents, orders, exemptions or waivers by any Governmental Authority or any other Person and (ii) using its reasonable best efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent consult with the fiduciary duties of others with respect to, provide any necessary information with respect to and provide the other (or its Board of Directors as counsel) copies of, all filings made by such duties would exist under applicable Law party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with this Agreement and the absence of transactions contemplated by this sectionAgreement. (b) Prior to Each party hereto shall promptly inform the Closing Date, each others of the parties will (i) give all required notices to third parties and any communication from or with any Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent Authority regarding any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal and the Collateral Agreements. If any party or Affiliate thereof receives a request for additional information or documentary material from any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection Governmental Authority with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject respect to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party party, an appropriate response in advance, and to the extent permitted by compliance with such Governmental Entity, give the other party the opportunity to attend and participate thereatrequest. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, and in all cases subject to Section 6.2(b), each party will of Parent, 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, all things that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement and make effective, as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing DateTransactions, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its including using reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable cause each of the conditions to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary Merger set forth in Article VII to ensure that the Merger and the other transactions contemplated hereby may be consummated satisfied as promptly as reasonably practicable on after the terms contemplated by date of this Agreement, (ii) obtain, as promptly as reasonably practicable after the date of this Agreement, and maintain all necessary actions or non-actions and Consents from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger, (iii) obtain all necessary or appropriate Consents under any Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and otherwise the consummation of the Transactions and (iv) reasonably cooperate with the other party or parties with respect to minimize or eliminate any of the effect of such statute or regulation on foregoing. Notwithstanding anything to the Merger contrary herein, neither party, prior to the Effective Time, shall be required to, and the Company shall not without the consent of Parent, pay any consent or other transactions contemplated similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or agree to enter into any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability, to obtain any Consent of any Person (including any Governmental Authority) under any Contract; provided that, if so requested in writing by this Agreement. The Parent, the Company and shall agree to any such payment, consideration, security or Liability that is conditioned upon the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsClosing.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 7.4(a)), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement Agreement, including (i) the obtaining of all necessary Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, and (ii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent and their respective counsel shall, subject to applicable Law, promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent (x) cooperate and coordinate with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law other in the absence taking of this sectionthe actions contemplated by clauses (i) and (ii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. (b) Prior Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the Closing Datetransactions contemplated by this Agreement, each of the parties will (i) give all required notices to third parties and Governmental Entities and then it shall use its reasonable best efforts to obtain all third 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, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party and governmental consents its counsel with advance notice and approvals that it is required the opportunity to obtain participate in any material meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. (c) Without limiting the generality of the undertakings pursuant to Section 7.4(a) hereof, the parties hereto shall (i) provide or cause to be provided as promptly as practicable to Governmental Entities with jurisdiction over the HSR Act (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the Merger HSR Act as promptly as practicable following the date of this Agreement (but in any event within ten (10) Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the other transactions contemplated hereby HSR Act, and (ii) subject to the terms set forth in Section 7.4(d) hereof, use its their reasonable best efforts to prevent any preliminary take such actions as are necessary or permanent injunction or other order by a Governmental Entity that seeks advisable to modify, delay or prohibit obtain prompt approval of the consummation of the transactions contemplated by this Agreement and, if issued, by any Governmental Entity or expiration of applicable waiting periods. (d) Notwithstanding anything to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoingcontrary contained in this Agreement, each party (y) will promptly notify the other party in writing of Parent and Merger Sub shall take any communication received by that party or its Affiliates and all action necessary to obtain any necessary approval from any Governmental Entity, and subject Antitrust Authority or Governmental Entity or to applicable Law, provide prevent the other party with a copy initiation of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with lawsuit by any Governmental Entity in respect under the HSR Act or to prevent the entry of any filingOrder that would otherwise make the Merger unlawful, investigation including but not limited to: (i) disposing or inquiry concerning transferring any asset, including those of Parent, Merger Sub, their respective Affiliates or the Company; (ii) licensing or otherwise making available to any Person, any technology or other Intellectual Property of Parent, Merger Sub, their respective Affiliates or the Company; (iii) holding separate any assets or operations (either before or after the Closing Date) of Parent, Merger Sub, their respective Affiliates or the Company; or (iv) changing or modifying any course of conduct or otherwise making any commitment (to any Governmental Entity or otherwise) regarding future operations of the business of Parent, Merger Sub, their respective Affiliates or the Company. If any Action is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement unless it consults with or the Merger as violative of the HSR Act, or if any Order is entered, enforced or attempted to be entered or enforced by a court or other party in advance, and to the extent permitted by such Governmental Entity, give which Order would make the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, transactions contemplated by this Agreement or any the Merger illegal or would otherwise prohibit, prevent, restrict, impair or delay consummation of the other transactions contemplated hereby hereby, each of Parent and (ii) if Merger Sub shall make any and all efforts to contest and resist any such statute action or regulation becomes applicable heretoproceeding and to have vacated, take all action reasonably necessary to ensure lifted, reversed or overturned any such Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement or the Merger and to have such Order repealed, rescinded or made inapplicable so as to permit consummation of the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect Merger. (e) The Company, Merger Sub, and Parent shall cooperate with one another in determining whether any Consent (other than those Consents contemplated by Section 7.2) from a third party is required in connection with the consummation of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company , and the Purchaser will each furnish Company shall use commercially reasonable efforts to one another and to their respective counsel all such information as may obtain the Consents set forth on Section 7.4(e) of the Disclosure Letter, provided that, for the avoidance of doubt, in no event shall the Company be required to expend any money, (other than nominal amounts), commence litigation or pay or grant any other form of compensation to any such Person in order connection with obtaining such Person’s Consent, and further, for the avoidance of doubt, the failure to accomplish obtain any such Consent shall not, in and of itself, be a breach of this Agreement by the foregoing actionsCompany. (f) Subject to the terms and conditions herein provided, each of the Company, Parent and Merger Sub shall not, and shall cause their Affiliates not to, acquire businesses or assets or enter into any agreement to acquire any businesses or assets if such action would reasonably be expected to materially delay, hinder or prohibit consummation of the Merger or the transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject The Company and ANI will each: (i) cooperate and coordinate with the other in the making of any filings or submissions that are required to be made under any Applicable Laws or requested to be made by any Government Authority in connection with the terms and conditions hereoftransactions contemplated by this Agreement, each party will including the Merger; (ii) supply the other or its Representatives with any material information that may be required or requested by any Government Authority in connection with such filings or submissions; (iii) use its their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under any Applicable Laws as soon as reasonably practicable; and (iv) use their reasonable best efforts to offer to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including the Merger, including by this Agreement taking all such actions and doing all such things necessary to resolve such objections, if any, as promptly any Government Authority or Person may assert under any Applicable Laws and to avoid or eliminate each and every impediment under any Applicable Law that may be asserted by any Government Authority so as reasonably practicableto enable the transactions contemplated hereby, provided that nothing in this section will require including the Company Merger, to take any action which would be inconsistent with the fiduciary duties of its Board of Directors consummated as such duties would exist under applicable Law in the absence of this sectionsoon as expeditiously possible. (b) Prior to the Closing Date, The Company and ANI will each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, structure the Merger and to qualify as a reorganization under the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation provisions of Section 368 of the transactions contemplated by this Agreement andCode. Both prior to and after the Effective Time, if issuedeach Party’s books and records will be maintained, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection and all federal, state and local income tax returns and schedules thereto will be filed, in a manner consistent with the foregoing, each party Merger being qualified as a reorganization under Section 368(a) of the Code (y) will promptly notify the other party in writing and comparable provisions of any communication received by that party applicable state or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communicationlocal laws), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and except to the extent permitted by such Governmental Entity, give the other party Merger is determined in a final administrative or judicial decision not to qualify as a reorganization within the opportunity to attend and participate thereat. (cmeaning of Section 368(a) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsCode.

Reasonable Best Efforts. (a) Subject Prior to the Closing, upon the terms and subject to the conditions hereofof this Agreement, each party will the Purchaser and the Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicablepracticable including, provided that nothing in but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this section will require Agreement and the Company taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, (ii) the preparation of any Offering Documents, the Registration Statement or Disclosure Documents requested by the Purchaser, (iii) the obtainment by Parent of the Debt Financing and (iv) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action which after the date hereof that would reasonably be inconsistent with expected to materially delay the fiduciary duties of its Board of Directors as such duties would exist under applicable Law obtaining of, or result in the absence of this sectionnot obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (b) Prior to the Closing DateClosing, each of party shall promptly consult with the other parties will hereto with respect to, provide any necessary information with respect to and provide the other (ior its counsel) give copies of, all required notices filings made by such party with any Governmental Entity or any other information supplied by such party to third parties and a Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain Entity in connection with this Agreement and the transactions contemplated by this Agreement. Each party hereto shall promptly inform the other parties 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 Government Entity with respect to the transactions contemplated by this Agreement, the Merger then such party will endeavor in good faith 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. To the extent that transfers of permits or environmental permits are required as a result of execution of this Agreement or consummation of the transactions contemplated hereby and (ii) hereby, the Company shall use its reasonable best efforts to prevent effect such transfers. (c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Purchaser to defend against any preliminary or permanent injunction or other order litigation brought by a any Governmental Entity that seeks seeking to modify, delay or prohibit prevent the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereathereby. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement (including Section 5.3(b) and 5.4(d)), each of the parties hereto shall cooperate with the other parties hereto and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required filings under applicable Antitrust Laws), and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations (A) required from third parties in connection with the Transactions (provided, however, that no party hereto shall be obligated to pay any consideration (or grant any financial accommodation) to any third party from whom any such approval, consent or other confirmation is requested) and (B) from Governmental Authorities necessary, proper or advisable to consummate the Transactions. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, and the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to (1) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or harm to competition or (2) regulate foreign investment through mergers or similar transactions. (b) In furtherance and not in limitation of the foregoing, (i) each party will of the parties hereto shall make any required filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions and consistent with this Section 5.4 necessary to do, cause the expiration or cause to be done, all things necessary, proper or advisable to consummate termination of the transactions contemplated by this Agreement applicable waiting periods under the HSR Act (including any extensions thereof) as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. and (bii) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and hereto shall each use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (iA) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or Law becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby Transactions or Share Exchange Transactions, and (iiB) if any such state takeover statute or regulation similar Law becomes applicable heretoto any of the Transactions and Share Exchange Transactions, take all action reasonably necessary to ensure that the Merger Transactions and the other transactions contemplated hereby Share Exchange Transactions may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and the Share Exchange Agreement and otherwise to minimize or eliminate the effect of such statute or regulation Law on the Merger Transactions and the Share Exchange Transactions. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other parties informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the European Commission or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions. Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall (1) have the right to review in advance, and to the extent practicable each shall consult the other on, all the information relating to Transactions or the other parties that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Transactions, and (2) to the extent allowed by the applicable Governmental Authority, consult with the other parties hereto in advance of any meeting or conference with, the Federal Trade Commission, the Antitrust Division of the Department of Justice, the European Commission or other Governmental Authority relating to the Transactions and give the other parties hereto the opportunity to attend and participate in such meetings. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 5.4, 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, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 5.4 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 7.1 so long as such party has up to then complied in all material respects with its obligations under this Section 5.4, or (ii) require Parent to offer, accept or agree to (A) dispose or hold separate any part of its or the Surviving Corporation’s (or their respective Subsidiaries’) businesses, operations, assets or product lines, (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Parent, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world or (iii) require any party to litigate or otherwise resist any administrative or judicial action or proceeding (including any proceeding by a private party) challenging any of the Transactions as violative of any Antitrust Law. (e) The Company shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to obtain, as promptly as practicable following the date of this Agreement, the approval of the Irish Financial Services Regulatory Authority to the continued management of each Irish Fund by GLG Partners Asset Management Limited and discretionary investment management by GLG Partners LP following the Closing. The parties hereto agree that each such Irish Fund shall be deemed to have consented for all purposes under this Agreement to the transactions contemplated hereby and the continued management of such Irish Fund by GLG Partners Asset Management Limited and discretionary investment management by GLG Partners LP following the Closing if such continued management following the Closing has been approved in accordance with the immediately preceding sentence, unless at any time prior to the Closing such Irish Fund notifies the GLG Partners Asset Management Limited in writing that such Irish Fund has terminated its Advisory Agreement prior to or following the Closing (and such notice is not withdrawn). (f) If consent is required or notice is required to be given (i) by applicable Law, (ii) by the Advisory Agreement of, or relating to, any Client (other than an Irish Fund) for the deemed assignment or continuation of the Advisory Agreement relating to such Client, or (iii) by the offering documents or constituent documents of any Fund, in each case as a result of the consummation of the transactions contemplated by this Agreement, as promptly as practicable following the date of this Agreement, the Company shall, and shall cause its Subsidiaries to, send a notice (“Transaction Notice”) informing any relevant Client of the transactions contemplated by this Agreement and (if required) requesting the consent of such Client to the transactions or the deemed assignment or continuation of such Advisory Agreement. (g) In connection with obtaining the Client consents under this Section 5.4, at all times prior to the Closing, the Company shall take reasonable steps to keep Parent informed of the status of obtaining such Client consents and, upon Parent’s request, make available to Parent copies of all such executed Client consents. (h) The Company shall deliver (or cause to be delivered) drafts of all Transaction Notices and other consent materials prepared by Company or its Affiliates to Parent a reasonable time prior to the mailing or distribution of such documents to any Client in order to afford Parent an opportunity to fully review and comment on such documents, and Parent shall have the right to so review and comment on such documents. Any reasonable comments provided by Parent on such documents shall be considered in good faith by the Company. The Company shall reasonably cooperate with Parent and its Affiliates in connection with the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsobtaining of Client consents under this Section 5.4.

Reasonable Best Efforts. (a) Subject to the terms fiduciary duties of their respective officers and conditions hereofdirectors, each party will cooperate and use its their respective reasonable best efforts to take, or cause to be taken, all actions appropriate actions, and to domake, or cause to be donemade, all things filings necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, their respective reasonable best efforts to obtain, prior to the Closing Date, all permits, qualifications and orders of Governmental Authorities and parties to Contracts as are necessary to consummate the transactions contemplated by the Agreement and to fulfill the conditions to Closing contemplated hereby. The parties will pay or cause to be paid all of their own fees and expenses incurred pursuant to this Section 7.1, including, but not limited to, the fees and expenses of any broker, finder, financial advisor, legal advisor or similar person engaged by such party. Notwithstanding any other provision hereof, in no event will any party or any of their respective Affiliates be required to (a) enter into or offer to enter into any divestiture, hold-separate, business limitation or similar agreement or undertaking in connection with this Agreement or the transactions contemplated hereby, (b) institute or defend any litigation or other legal proceeding, whether judicial or administrative, including, without limitation, seeking to have any stay or temporary restraining order vacated or reversed, or (c) incur any liability or make any payment in connection with any consent or approval or condition to Closing set forth in any subsection of Section 8.1 or 8.2 as applicable in order to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each Agreement. Each of the parties will (i) give all required notices to third parties notify and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and keep the other transactions contemplated hereby and (ii) use advised in reasonable detail as to such party's efforts in complying with its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by obligations under this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatSection 7.1. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofcontained herein, each party will the Company, Investor and Axess agree to use its their reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under laws and regulations applicable to each of them and contractual obligations applicable to each of them to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take Agreement. In case at any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to time after the Closing Date, each Date any such further action is necessary or desirable to carry out the purposes of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger proper officers and the other transactions contemplated hereby and (ii) use its directors of each party to this Agreement shall take all such necessary action. Such reasonable best efforts shall include, without limitation, the obtaining of all necessary consents, approvals or waivers from third parties and governmental authorities necessary to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement andand the Ancillary Agreements. Notwithstanding the foregoing or any other provisions contained in this Agreement to the contrary, if issued, to appeal neither Investor nor any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of its affiliates shall be under any obligation of any communication received by that party kind to enter into any negotiations or its Affiliates from to otherwise agree with any Governmental Entity, including but not limited to any governmental or regulatory authority with jurisdiction over the enforcement of any applicable federal, state, local and subject to applicable Lawforeign antitrust, provide the competition or other similar laws, or any other party with to sell or otherwise dispose of, hold separate (through the establishment of a copy trust or otherwise) particular assets or categories of assets or businesses of any such written communication of the Company, Investor, Axess or any of their respective affiliates. (or written summary of any oral communication), b) The Company shall give and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, make all required notices and reports to the extent permitted by such Governmental Entity, give appropriate persons with respect to the other party Permits and Environmental Permits that may be necessary for the opportunity to attend and participate thereatconsummation of the Investment Transactions. (c) In connection with The Company and without limiting its Board of Directors prior to the foregoing, the Purchaser and the Company will Closing Date shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such state takeover statute or similar statute or regulation becomes applicable heretoto this Agreement or any of the transactions contemplated hereby, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The . (d) Following the Closing, the Company shall continue to use reasonable commercial efforts to market and sell its Process Control Rheometer product line on terms satisfactory to the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish Board of Directors of the foregoing actionsCompany.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each party will shall use its reasonable best efforts to (i) make promptly its respective filings, and thereafter make any other required submissions, with each relevant Governmental Entity with jurisdiction over enforcement of any applicable Laws with respect to the transactions contemplated hereby, and coordinate and cooperate fully with the other parties in exchanging such information and providing such assistance as the other parties may reasonably request in connection therewith (including, without limitation, (x) notifying the other parties promptly of any communication (whether verbal or written) it or any of its Affiliates receives from any Governmental Entity in connection with such filings or submissions, (y) permitting the other parties to review in advance, and consulting with the other parties on, any proposed filing, submission or communication (whether verbal or written) by such party to any Governmental Entity, and (z) giving the other parties the opportunity to attend and participate at any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry); and (ii) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the transactions contemplated by hereby, including, without limitation, employing such resources as are necessary to obtain the regulatory approvals. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement as promptly as reasonably practicableAgreement, provided that nothing in this section will require the Company each party shall cause its respective proper officers and directors to use their reasonable best efforts to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as all such duties would exist under applicable Law in the absence of this sectionaction. (b) Prior Each party shall, upon the reasonable request by any other party, furnish such other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13E-3, or any other statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Closing Date, each of the parties will transactions contemplated hereby. (ic) give all required notices Each party agrees to third parties and Governmental Entities cooperate and use its reasonable best efforts to obtain vigorously contest and resist any Proceeding with respect to the transactions contemplated hereby, including the Merger, and to have vacated, lifted, reversed or overturned any order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated hereby, including by vigorously pursuing all third party available avenues of administrative and governmental consents judicial appeal. (d) None of the Company, Parent, Merger Sub or any of their respective Affiliates shall be required under this Section 6.5 to dispose of, cause disposal of, or otherwise take or commit to any action that limits its freedom of action with respect to, or its ability to retain, any of its businesses, services or assets or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and approvals that it is required nothing in this Section 6.5 shall authorize the Company to commit or agree to any of the foregoing to obtain any consents, approvals, permits or authorizations to remove any impediments to the Merger relating to any applicable Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in connection any suit or proceeding relating to any applicable Law. If and to the extent this Section 6.5 shall require the Company to dispose of any of its assets or limit its freedom of action with this Agreementrespect to any of its businesses, the Company may, with the consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), expressly condition any such disposal or limitation upon the consummation of the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereathereby. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will the Company and the Investor shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement Agreement, including (i) preparing and filing as promptly as reasonably practicablepracticable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that nothing in this section will require the parties hereto understand and agree that neither the Investor nor the Company shall be required to (and neither the Company nor any of its Subsidiaries shall without the Investor’s prior written consent) (A) divest or otherwise hold separate (including by establishing a trust or otherwise), or take, cause to be taken or refrain from taking any other action (or otherwise agreeing to do any of the foregoing) with respect to, any of its or the Company’s or any of their respective Affiliates’ businesses, assets or properties, (B) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby, (C) litigate, challenge or take any action which would be inconsistent with respect to any action or Proceeding by any Governmental Authority or (D) agree to do any of the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionforegoing. (b) Prior to In furtherance and not in limitation of the Closing Dateforegoing, each of the parties will Investor and the Company shall make any appropriate Filings pursuant to any Antitrust Law (including a Notification and Report Form pursuant to the HSR Act) with respect to the transactions contemplated hereby as promptly as practicable (and in any event within ten Business Days) after the date hereof and subject to Section 8.01(a) use their reasonable best efforts (i) give to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or such Antitrust Law and (ii) to take all required notices other actions necessary to third parties cause the expiration or termination of the applicable waiting periods under the HSR Act or such Antitrust Law, or the receipt of any requisite clearances and Governmental Entities approvals under such Antitrust Law, as soon as practicable. (c) To the extent permitted by Applicable Law, and subject to Section 8.01(a) each of the Investor and the Company shall use its reasonable best efforts to obtain (i) cooperate in all third party and governmental consents and approvals that it is required to obtain respects with each other in connection with this Agreementany Filing and in connection with any investigation or other inquiry, the Merger and the other transactions contemplated hereby and including any Proceeding initiated by a private party, (ii) use its reasonable best efforts promptly inform the other party of any Filing or communication received from, or intended to prevent be given to, any preliminary Governmental Authority and of any material communication received or permanent injunction or other order intended to be given in connection with any Proceeding by a Governmental Entity that seeks to modifyprivate party, delay or prohibit the consummation in each case regarding any of the transactions contemplated hereby, and prior to submitting any Filing, substantive written communication, correspondence or other information or response by this Agreement and, if issued, such party to appeal any such injunction Governmental Authority (or order through members of the appellate court staff of any Governmental Authority) or body for the relevant jurisdiction. In in connection with any Proceeding by a private party, the foregoingsubmitting party shall permit the other party and its counsel the opportunity to review as reasonably in advance as practicable under the circumstances, each party (y) will promptly notify and consider in good faith the comments of the other party in writing connection with, any such Filing, communication or inquiry and further each of any communication received by that party or its Affiliates from any Governmental Entity, the Company and subject to applicable Law, provide the Investor shall furnish each other party with a copy of any such Filing, communication or, if in written communication (form, inquiry, it or written summary any of its Affiliates makes to or receives from any oral communication)Governmental Authority or in connection with any Proceeding by private party, in each case regarding any of the transactions contemplated hereby, and (ziii) not participate consult with each other in advance of any substantive meeting or discussion conference with any such Governmental Entity Authority or, in respect of connection with any filingProceeding by a private party, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the any other party in advancePerson, and to the extent permitted by such Governmental Entityreasonably practicable, give the other party the opportunity to attend and participate thereatin such meetings and conferences. (cd) In connection with and without limiting the foregoing, the Purchaser The Company and the Company will Investor shall use their respective reasonable best efforts to take all actions necessary, proper or advisable to consummate the actions contemplated by Article 1 of the Tender and Support Agreements, including (i) take all action reasonably necessary causing any VC Shareholder (as defined in the Tender and Support Agreements) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable become the record holder of such VC Shareholder’s Subject Shares (as defined in the Tender and Support Agreements) and/or to hold such Subject Shares directly (rather than through the Merger, this Agreement or any of the other transactions contemplated hereby Depository Trust Company) and (ii) if with respect to the Company, causing the removal of any transfer restrictions on such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure Subject Shares that would otherwise impede the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect tender of such statute or regulation on Subject Shares into the Merger and Offer (including by delivering any opinion of counsel reasonably requested by the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsCompany’s transfer agent).

Reasonable Best Efforts. (a) Subject Prior to the Closing, upon the terms and subject to the conditions hereofof this Agreement, each party will the Purchaser and the Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessaryreasonably necessary and appropriate, proper or advisable under applicable laws to consummate and make effective the Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated Transactions and the taking of such actions as are necessary, subject to Section 6.4(b), to obtain any requisite approvals, consents, orders, exemptions or waivers by this Agreement as promptly as reasonably practicableany third party or Governmental Entity, provided that nothing in this section will require and (ii) the Company satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action which after the date hereof that would reasonably be inconsistent with expected to materially delay the fiduciary duties of its Board of Directors as such duties would exist under applicable Law obtaining of, or result in the absence of this sectionnot obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (b) Prior to the Closing DateClosing, each of party shall promptly consult with the other parties will hereto with respect to, provide any necessary information with respect to, and provide the other (ior its counsel) give copies of, all required notices filings made by such party with any Governmental Entity or any other information supplied by such party to third parties and a Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain Entity in connection with this Agreement, the Merger Agreement and the Transactions. Each party hereto shall promptly inform the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent of any preliminary or permanent injunction or other order by a communication from any Governmental Entity regarding any of the Transactions unless otherwise prohibited by law. If any party hereto or affiliate thereof receives a request for additional information or documentary material from any such Government Entity with respect to the Transactions, then such party shall endeavor in good faith 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. To the extent that seeks to modifytransfers, delay amendments or prohibit modifications of permits (including environmental permits) are required as a result of the execution of this Agreement or consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoingTransactions, the Purchaser and the Company will (i) take all action reasonably necessary shall use its commercially reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any effect such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionstransfers.

Reasonable Best Efforts. (a) Subject to the terms Each of Jefferson-Pilot and conditions hereofLincoln shall, each party will and shall cause its respective Subsidiaries to, use its all reasonable best efforts (i) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company (ii) to take any action which would be inconsistent obtain (and to cooperate with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (bother party to obtain) Prior to the Closing Dateany consent, each of the parties will (i) give all required notices to third parties and authorization, order or approval of, or any exemption by, any Governmental Entities and use its reasonable best efforts to obtain all Entity and/or any other public or private third party and governmental consents and approvals that it which is required to obtain be obtained or made by such party or any of its Subsidiaries in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement andAgreement, and (iii) to cooperate in connection with any financing transaction undertaken by Lincoln to fund any portion of the Cash Consideration, including, but not limited to, cooperation in the preparation and filing of any registration statement or offering memorandum, the issuance of any comfort letter, the receipt of any auditors consents, the delivery of consolidated pro forma financial information and the use of commercially reasonable efforts to cause each independent auditor to so cooperate; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if issuedthe taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption will result in such party being required to appeal hold separate or to divest any of its respective material businesses or assets, or will result in a condition or restriction on such party or on the Surviving Corporation having an effect of the type referred to in Section 6.1(f). Each of Jefferson-Pilot and Lincoln will promptly cooperate with and furnish information to the other in connection with any such injunction efforts by, or order through the appellate court requirement imposed upon, any of them or body for the relevant jurisdiction. In any of their Subsidiaries in connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 5.10), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Acquirer will take all action necessary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Target and Acquirer shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as promptly the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Target or Acquirer receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent practicable and after consultation with the fiduciary duties of its Board of Directors as other party, an appropriate response in compliance with such duties would exist under request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the absence transactions contemplated by this Agreement. Neither Acquirer nor the Target shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of this sectionthe other (such consent not to be unreasonably withheld or delayed). (b) Prior to Without limiting the Closing Date, each generality of the undertakings pursuant to Section 5.10(a) hereof, the parties will hereto shall (i) give all required notices provide or cause to third parties and be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement (provided that in the case of the filing under the HSR Act, such filing shall be made within 15 Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) subject to the terms set forth in Section 5.10(c) hereof, use its their reasonable best efforts to obtain all third party and governmental consents and approvals that it is required take such actions as are necessary or advisable to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit prompt approval of the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect or expiration of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatapplicable waiting periods. (c) In connection with and without limiting the foregoing, event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Merger or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms transaction contemplated by this Agreement Agreement, or any other agreement contemplated hereby, the Target shall cooperate in all respects with Acquirer and otherwise shall use its reasonable best efforts to minimize contest and resist any such action or eliminate proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company Notwithstanding anything in this Agreement to the contrary, none of Acquirer or any of its Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, none of Acquirer or any of its Subsidiaries shall be required to, and the Purchaser will each furnish Target may not, without the prior written consent of Acquirer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to one another and to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets (outside the ordinary course of business), business or portion of business of the Target, Acquirer, or any of their respective counsel all Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Target, Acquirer, or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Target, Acquirer, or any of their respective Subsidiaries; provided that, if requested by Acquirer, the Target will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such information requirement, condition, limitation, understanding, agreement or order so long as may be required such requirement, condition, limitation, understanding, agreement or order is only binding on the Target in order to accomplish the foregoing actionsevent the Closing occurs.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will will, and cause its 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, all things necessary, proper or advisable under applicable laws and regulations to consummate the Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing (and to share equally in the filing fees) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby at a mutually agreed time and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (b) Each of Parent and Conectiv shall, and shall cause its respective Subsidiaries to, in connection with the efforts referenced in Section 5.4(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement as promptly as reasonably practicableunder the HSR Act or any other applicable law or regulation, provided that nothing in this section will require the Company use its best efforts to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give make all required notices to third parties appropriate filings and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection submissions with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modifymay be necessary, delay proper or prohibit the consummation advisable under applicable laws or regulations in respect of any of the transactions contemplated by this Agreement andAgreement, if issued, to appeal (ii) cooperate in all respects with each other in connection with any such injunction filing or order through the appellate court or body for the relevant jurisdiction. In submission and in connection with the foregoingany investigation or other inquiry, each party including any proceeding initiated by a private party, (yiii) will promptly notify inform the other party in writing of any communication received by that such party from, or its Affiliates from given by such party to, the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental EntityEntity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and subject to applicable Law, provide (iv) permit the other party to review any communication given by it to, and consult with a copy each other in advance of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion conference with, the DOJ or any such other Governmental Entity or, in connection with any Governmental Entity in respect of proceeding by a private party, with any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advancePerson, and to the extent permitted by the DOJ or such other applicable Governmental EntityEntity or other Person, give the other party the opportunity to attend and participate thereatin such meetings and conferences. (c) In connection with furtherance and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any not in limitation of the other transactions contemplated hereby covenants of the parties contained in Sections 5.4(a) and (ii) 5.4(b), if any such statute administrative or regulation becomes applicable heretojudicial action or proceeding, take all action reasonably necessary including any proceeding by a private party, is instituted (or threatened to ensure that be instituted) challenging the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement as violative of any applicable law, regulation or agreement, each of Parent and otherwise Conectiv shall, and shall cause its respective Subsidiaries to, cooperate in all respects with each other and use its reasonable best efforts to minimize contest and resist any such action or eliminate 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 effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish Notwithstanding the foregoing actionsor any other provision of this Agreement, nothing in this Section 5.4 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has up to then complied in all respects with its obligations under this Section 5.4. (d) If any objections are asserted with respect to the transactions contemplated hereby under any applicable law, regulation or agreement or if any suit is instituted (or threatened to be instituted) by any Governmental Entity challenging any of the transactions contemplated hereby as violative of any applicable law, regulation or agreement, each of Parent and Conectiv shall, and shall cause its respective Subsidiaries to, use its reasonable best efforts to resolve any such objections or challenge as such Governmental Entity may have to such transactions under such law, regulation or agreement so as to permit consummation of the transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofset forth in this Agreement and provided that at all times the provisions of Section 5.3 shall govern the matters set forth therein, each party will Parent, Merger Sub and Merger Sub 2, on the one hand, and the Company, on the other hand, shall use its their respective reasonable best efforts to take, (i) take (or cause to be taken) all actions, all actions and to do, (ii) do (or cause to be done, ) all things and (iii) assist and cooperate with the other Parties in doing (or causing to be done) all things, in each case as are reasonably necessary, proper or advisable pursuant to applicable Law or otherwise to consummate and make effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger Mergers and the other transactions contemplated by this Agreement. The Company , including by using reasonable best efforts to cause the conditions to the obligations of the other Parties to effect the Mergers set forth in Article VI to be satisfied as promptly as reasonably practicable. (b) In furtherance of, and not in limitation of Section 5.25(a), (but subject to the Purchaser will terms and conditions set forth in this Agreement and provided that at all times the provisions of Section 5.3 shall govern the matters set forth therein), as promptly as practicable after the execution of this Agreement, each furnish to one another Party (i) shall make all filings and to their respective counsel give all such information as notices that are or may be required to be made and given by such Party in order connection with the Mergers and the other transactions contemplated by this Agreement, (ii) shall use reasonable best efforts to accomplish obtain all Consents from third Persons which are required to be obtained (pursuant to any applicable Law, Contract, or otherwise) by such Party in connection with the foregoing actionsMergers and the other transactions contemplated by this Agreement, and (iii) shall upon request of another Party and to the extent permitted by applicable Law or applicable Contract, promptly deliver to such other Party a copy of each such filing made, each such notice given and each such Consent obtained by it.

Reasonable Best Efforts. (a) Subject Prior to the Closing, upon the terms and subject to the conditions hereofof this Agreement, each party will Parent, Purchaser and the Company agree to use its their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate and make effective the Merger and the other Transactions as promptly as practicable including, but not limited to (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by this Agreement as promptly as any third party or Governmental Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date hereof that would reasonably practicablebe expected to materially delay the obtaining of, provided that nothing or result in this section will require not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, the Company shall not be entitled to divest or hold separate or otherwise take or commit to take any action which would be inconsistent that limits Parent's or Purchaser's freedom of action with respect of, or their ability to retain, the fiduciary duties Company or any material portions thereof or any of its Board the businesses, product lines, properties or assets of Directors as such duties would exist under applicable Law in the absence of this sectionCompany, without Parent's prior written consent. (b) Prior to the Closing DateClosing, each of party shall promptly consult with the other parties will hereto with respect to, provide any necessary information with respect to, and provide the other parties (ior their respective counsel) give with copies of, all required notices filings made by such party with any Governmental Entity or any other information supplied by such party to third parties and a Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain Entity in connection with this Agreement, the Merger and the other transactions contemplated hereby Transactions. Each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the Transactions. 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 of the Transactions, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. To the extent that transfers, amendments or modifications of permits (iiincluding environmental permits) are required as a result of the execution of this Agreement or consummation of any of the Transactions, the Company shall use its reasonable best efforts to prevent any preliminary effect such transfers, amendments or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatmodifications. (c) In The Company and Parent shall file as soon as practicable notifications under the HSR Act and respond as promptly as practicable to any inquiries received from the Federal Trade Commission and the Antitrust Division of the Department of Justice for additional information or documentation and respond as promptly as practicable to all inquiries and requests received from any State Attorney General or other Governmental Entity in connection with antitrust matters. Concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, the Company and without limiting Parent shall each request early termination of the HSR Act waiting period. (d) Notwithstanding the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, nothing in this Agreement shall be deemed to require Parent or Purchaser to commence any litigation against any entity in order to facilitate the consummation of any of the other transactions contemplated hereby and (ii) if Transactions or to defend against any such statute litigation brought by any third party or regulation becomes applicable hereto, take all action reasonably necessary Governmental Entity seeking to ensure that prevent the Merger and consummation of any of the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsTransactions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each party will of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as reasonably practicable, provided that nothing in including the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this section will Agreement and the Ancillary Agreements and the taking of such commercially reasonable actions (which shall not require the payment of any money of the providing of any concession) as are necessary to obtain any requisite approvals, Consents, orders, exemptions or waivers by any Governmental Authority or any other Person. So long as Seller and the Company fulfill their obligations under Sections 6.2 and 6.3, the Purchaser and Merger Sub agree that neither the Seller nor the Company shall have any liability to take the Purchaser or Merger Sub arising out of or relating to the failure to obtain any action which would Consents or waivers that may be inconsistent required in connection with the fiduciary duties transactions contemplated by this Agreement or because of the termination of any contract as a result thereof. Each party shall promptly consult with the other with respect to, provide any necessary information with respect to, and provide the other (or its Board of Directors as counsel) copies of, all filings made by such duties would exist under applicable Law party with any Governmental Authority or any other Person or any other information supplied by such party to a Governmental Authority or any other Person in connection with this Agreement and the absence of transactions contemplated by this sectionAgreement. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third Each party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and hereto shall promptly inform the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent of any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation Authority regarding any of the transactions contemplated by this Agreement and, if issued, to appeal and the Ancillary Agreements. If any party or Affiliate thereof receives a request for additional information or documentary material from any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection Governmental Authority with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject respect to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party party, an appropriate response in advance, and to the extent permitted by compliance with such Governmental Entity, give the other party the opportunity to attend and participate thereatrequest. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties Offer and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (iib) Each of Parent and the Company shall, in connection with the efforts referenced in Section 6.03(a) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its reasonable best efforts to prevent (i) cooperate in all respects with each other in connection with any preliminary filing or permanent injunction submission and in connection with any investigation or other order inquiry, including any proceeding initiated by a private party; (ii) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Entity that seeks to modifyand of any material communication received or given in connection with any proceeding by a private party, delay or prohibit the consummation in each case regarding any of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party hereby; and (yiii) will promptly notify permit the other party to review any material communication given by it to, and consult with each other in writing advance of any communication received by that party meeting or its Affiliates from any Governmental Entityconference with, and subject to applicable Lawthe FTC, provide the other party with a copy of DOJ or any such written communication (or written summary of any oral communication)other Governmental Entity or, and (z) not participate in any substantive meeting or discussion connection with any Governmental Entity in respect of proceeding by a private party, with any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advanceperson, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental EntityEntity or other person, give the other party the opportunity to attend and participate thereat. (c) In connection with in such meetings and without limiting conferences. For purposes of this Agreement, "Antitrust Law" means the foregoingXxxxxxx Act, as amended, the Purchaser Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Laws that are 40 designed or intended to prohibit, restrict or regulate actions having the Company will (i) take all action reasonably necessary to ensure that no state takeover statute purpose or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute monopolization or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsrestraint of trade or lessening of competition through merger or acquisition.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, the Company and Parent shall each party will use its their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any Governmental Entities and any third parties any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company, Parent or any of their respective Subsidiaries in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) any applicable federal or state securities Laws, (B) the HSR Act and any applicable competition, antitrust or investment Laws of jurisdictions other than the United States, and (C) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all such filings, including providing copies of all such filings and attachments to outside counsel for the non-filing party; (iv) furnish all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, or given by such party to, any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material communication delivered to, and consulting with the other party in advance of any meeting or conference with, any Governmental Entity relating to the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain or in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order proceeding by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each private party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entityrelating thereto, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give giving the other party the opportunity to attend and participate thereat. in such meetings and conferences (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Mergerextent permitted by such Governmental Entity or private party); (vii) avoid the entry of, or have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, including defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any the consummation of the other transactions contemplated hereby hereby; and (iiviii) if execute and deliver any such statute or regulation becomes applicable hereto, take all action reasonably additional instruments necessary to ensure that consummate the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company No parties to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Entity beyond the Termination Date without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Without limiting this Section 6.8, Parent agrees to take, or to cause to be taken, any and the Purchaser will each furnish to one another all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition, or trade regulation Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the condition to the Closing regarding expiration of the waiting period under the HSR Act to be satisfied no later than five days prior to the Termination Date, including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Parent (or its Subsidiaries) or the Company or otherwise taking or committing to take actions that limit Parent’s or its Subsidiaries’ freedom of action with respect to, or their respective counsel all such information ability to retain, any of the businesses, product lines or assets of Parent (or its Subsidiaries) or the Company, in each case, as may be required in order to accomplish avoid the foregoing actionsentry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing the Closing. Notwithstanding the foregoing, the obligations of this Section 6.8 shall not apply to each of Parent and Sub if compliance with this Section 6.8 would result in, or would reasonably be expected to result in, a material adverse effect on the combined business of Parent and the Surviving Corporation at or after the Effective Time.

Reasonable Best Efforts. (a) Subject to Each of the terms and conditions hereof, each party will parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as practicable, including by (i) preparing and filing as soon as practicable of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such reasonable actions as are necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by any third party or Governmental Entity, including filings pursuant to the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (and the preparation and filing, as soon as reasonably practicable, provided any form or report required by any other Governmental Entity relating to antitrust, competition, trade or other regulatory matters), (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed until the issuance of a final, non-appealable Order, and (iii) using reasonable best efforts to cause the satisfaction of all conditions to Closing. Each of the parties hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated by this Agreement; provided, however, that nothing in this section will Section 6.8 shall require or be construed to require any of Parent, Merger Sub or the Company to take enter into any action which consent arrangement that would be inconsistent reasonably expected to have a material adverse effect on (i) the feature animation business of Parent together with the fiduciary duties of its Board of Directors Surviving Corporation, taken as such duties would exist under applicable Law in a whole, or (ii) the absence of benefits that are expected to derive from the Merger and other transactions contemplated by this sectionAgreement. (b) Prior to Each party hereto shall promptly inform the Closing Date, each others of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by this Agreement and, if issued, to appeal Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in with respect of any filing, investigation or inquiry concerning to the transactions contemplated by this Agreement unless it consults Agreement, then such party will use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party party, an appropriate response in advance, and to the extent permitted by compliance with such Governmental Entity, give the other party the opportunity to attend and participate thereatrequest. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each party will of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions appropriate actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable including, without limitation, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, including, without limiting the generality of the foregoing, the preparation and filing of the applications under the Federal Power Act and the regulations of FERC thereunder jointly seeking FERC approval of the transfer of each of the FERC Licenses from Seller to Buyer and (ii) using their reasonable best efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent consult with the fiduciary duties other with respect to, provide any necessary information with respect to, and provide copies of its Board of Directors as all filings made by such duties would exist under applicable Law party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the absence of this sectionAncillary Agreements and the transactions contemplated hereby and thereby. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third Each party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and hereto shall promptly inform the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent of any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by this Agreement and, if issued, to appeal and the Ancillary Agreements. If any party or Affiliate thereof receives a request for additional information or documentary material from any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in with respect of any filing, investigation or inquiry concerning to the transactions contemplated by this Agreement unless it consults Agreement, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as practicable and after consultation with the other party party, an appropriate response in advance, and to the extent permitted by compliance with such Governmental Entity, give the other party the opportunity to attend and participate thereatrequest. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) The Company and Investor (and their respective Affiliates, if applicable) shall, to the extent required, (i) file with the Federal Trade Commission and the Antitrust Division of the Department of Justice a Notification and Report Forms relating to this Agreement and the Transactions as required by the HSR Act within 10 Business Days following the date of this Agreement; and (ii) as promptly as practicable following the date of the Closing, file such notification, filings, forms and submissions with any Governmental Entity as are required by other applicable Antitrust Laws in connection with the Transactions. The Company and the Investor shall (A) cooperate and coordinate (and shall cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; and (B) make an appropriate response as promptly as reasonably practicable to any request for additional information and documentary material issued pursuant to the HSR Act or other applicable Antitrust Laws. Without limiting the foregoing, the parties shall request and shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act or other applicable Antitrust Laws. (b) Subject to the terms and conditions hereofset forth in this Agreement, each party will of the Company and the Investor shall, and shall cause its Affiliates to, use its reasonable best efforts (A) to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals ensure that it is required to obtain the conditions set forth in connection with this Agreement, the Merger and the other transactions contemplated hereby Article VI are satisfied and (ii) use its obtain all other consents, waivers, approvals, orders and authorizations from Governmental Entities and make all registrations, declarations and filings with Governmental Entities as necessary or advisable to consumate the Transactions, and (B) to consummate the Transactions as promptly as practicable. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters. For the avoidance of doubt, the obligations relating to reasonable best efforts in this Section 5.04(b) shall, among other things, require Investor to prevent relinquish its right to appoint an Investor Director Designee (as defined in the Investor Rights Agreement), if necessary to resolve such objections, if any, that any preliminary or permanent injunction or other order by a Governmental Entity that seeks may assert with respect to modify, delay or prohibit the consummation Transactions and instead agree to replace such Investor Director Designee with a board observer with rights and obligations customarily provided to board observers and as mutually agreed by the parties hereto. (c) In furtherance and not in limitation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party the Company and the Investor shall (yand shall cause their respective Affiliates to), subject to any restrictions under applicable Laws, (i) will promptly notify the other party of, and, if in writing writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any material communication received by that party or its Affiliates such Person from any a Governmental Entity, Entity in connection with the Transactions and subject to applicable Law, provide permit the other party to review and discuss in advance (and to consider in good faith any comments made by the other party in relation to) any proposed draft notifications, formal notifications, filing, submission or other written communication (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with the Transactions to a copy Governmental Entity; (ii) keep the other party informed with respect to the status of any such written communication (submissions and filings to any Governmental Entity in connection with the Transactions and any developments, meetings or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion discussions with any Governmental Entity in respect thereof, including with respect to (A) the receipt of any filingnon-action, investigation action, clearance, consent, approval or inquiry concerning waiver, (B) the transactions contemplated expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under applicable Laws, including any proceeding initiated by this Agreement unless it consults a private party, and (D) the nature and status of any objections raised or proposed or threatened to be raised by any Governmental Entity with respect to the Transactions; and (iii) not independently participate in any meeting, hearing, proceeding or discussions (whether in person, by telephone or otherwise) with or before any Governmental Entity in respect of the Transactions without giving the other party in advanceparties reasonable prior notice of such meeting or substantive discussions and, and to the extent permitted unless prohibited by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreementparticipate. The Company and the Purchaser will Investor shall use reasonable best efforts to promptly provide the other party and/or any Governmental Entity with any information, data, and documents reasonably required to assist in fulfilling its obligations under Section 5.04(b). However, each furnish party may designate any non-public or competitively sensitive information (including trade secrets) provided to one any Governmental Entity as restricted to “outside counsel only” and any such information shall not be shared with employees, officers or directors or their equivalents of the other party without approval of the party providing the non-public or competitively sensitive information; provided that each party may redact any valuation and related information before sharing any information provided to any Governmental Entity with another party on an “outside counsel only” basis, and that neither party shall in any event be required to share information that benefits from legal privilege with the other party, even on an “outside counsel” only basis, where this would cause such information to cease to benefit from legal privilege. (d) Notwithstanding the foregoing, nothing in this Section 5.04 or any other provision in this Agreement shall require Investor, the Company or any of their respective counsel all such information as may be required Affiliates, to offer, negotiate, commit to, or effect, by consent decree, hold separate order, or otherwise (and neither party hereto nor any of its Affiliates, without the prior written consent of other party, shall offer, negotiate, commit to, or effect, by consent decree, hold separate order, or otherwise) any of the following in order to accomplish obtain expiration or early termination of the foregoing actionsHSR Act (or any other approval, clearance, or consent by a Governmental Entity under any other applicable Antitrust Law): (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Investor, the Company, or any of their respective Affiliates; (ii) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of Investor, the Company, or any of their respective Affiliates; (iii) the modification of any course of conduct regarding future operations of Investor, the Company, or any of their respective Affiliates; or (iv) any other restrictions on the activities of Investor, the Company, or any of their respective Affiliates, including the freedom of action of Investor, the Company, or any of their respective Affiliates with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement. Except as expressly set forth in the final sentence of Section 5.04(b), nothing in this Section 5.04 or any other provision in this Agreement shall require Investor to agree to any amendment to or modification of, or to waive any rights under, any of the Related Agreement. (e) Notwithstanding the foregoing, nothing in this Section 5.04 or any other provision in this Agreement shall require Investor or the Company to contest or otherwise defend against (i) any Legal Proceeding brought, or threatened to be brought, by any Governmental Entity seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or to impose any terms or conditions in connection with the Transactions or (ii) any judgment that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions.

Reasonable Best Efforts. (a) Subject to Each of the terms parties shall act in good faith and conditions hereof, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper necessary or advisable to consummate the transactions contemplated by this Agreement as promptly soon as reasonably practicable. If all of the conditions to a party’s obligation to close hereunder shall have been satisfied, provided (other than those conditions precedent that nothing in this section will require by their nature are to be satisfied at Closing) such party shall diligently proceed to close. Without limiting the foregoing, the Company to take any action which would be inconsistent with the fiduciary duties of and each Seller shall, and shall cause its Board of Directors as such duties would exist under applicable Law in the absence of this section. respective Affiliates to: (ba) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its their commercially reasonable best efforts to obtain obtain, on or prior to the Closing, all third Consents and waivers applicable to such party and governmental consents in respect of such party provide all necessary notices to, and approvals that it is make all filings with and applications and submissions to, any Governmental Authority or Person required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit for the consummation of the transactions contemplated by this Agreement andas promptly as reasonably practicable; provided, if issuedhowever, that to appeal the extent that any of such injunction Consents applicable to such party are not obtained by the Closing Date, each such party shall continue to use his, her or order through the appellate court its commercially reasonable best efforts thereafter to obtain them; (b) provide all such information concerning such party and its officers, directors, employees, trustees and Affiliates as may be necessary or body for the relevant jurisdiction. In reasonably requested by another party in connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), ; and (zc) not participate in any substantive meeting or discussion with any Governmental Entity in respect of such party, avoid the entry of, or have vacated or terminated, any filinginjunction, investigation decree, order or inquiry concerning judgment that would restrain, prevent or materially delay the consummation of the transactions contemplated by this Agreement unless it consults with the Agreement, including defending through litigation any claim asserted in any court by any Governmental Authority or other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting Person. Notwithstanding the foregoing, the Purchaser and neither the Company nor any Seller will (i) take all action reasonably necessary be obligated to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or pay any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required third party in order to accomplish the foregoing actionsobtain any Consent or waiver.

Reasonable Best Efforts. (ai) Subject to the terms and conditions hereofof this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Laws to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (ii) Each of the Parent and the Company shall, in connection with the efforts referenced in Section 5.11(b)(i) to obtain all requisite approvals and authorizations for the transactions contemplated by this Merger Agreement under the HSR Act or any other Applicable Law, use its reasonable best efforts to (A) make all appropriate filings and submissions with any Governmental Authority that may be necessary, proper or advisable under Applicable Laws in respect of any of the transactions contemplated by this Agreement, (B) cooperate in all respects with each other in connection with any such filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (C) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the DOJ or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (D) consult with each other in advance of any meeting or conference with the DOJ or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person. (iii) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.11(b)(i) and 5.4(b)(ii), 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 Applicable Law, each of the Parent and the Company shall cooperate in all respects with each other and use its 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 by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish Notwithstanding the foregoing actionsor any other provision of this Agreement, nothing in this Section 5.11(b) shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has up to then complied in all respects with its obligations under this Section 5.4(c).

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofset forth in this Agreement, each party will of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable Legal Requirements) to take, or cause to be taken, promptly all actions actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Exchange and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary consents or waivers from third parties and Governmental Entities, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, (iii) causing the effectuation and consummation of the Preferred Stock Conversion, the Debt Exchange and the Equity Financing, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 6.04(b) shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 8.01 so long as such party has up to then complied in all material respects with its obligations under this Section 6.04(b), (ii) require any party to offer, accept or agree to (A) dispose or hold separate any part of its businesses, operations, assets or product lines, (B) not compete in any geographic area or line of business, (C) restrict the manner in which, or whether, such party or any of its Affiliates may carry on business in any part of the world or (D) pay any consideration (other than ordinary course filing, application or similar fees and charges) to obtain any approval, consent or waiver from a third party necessary, proper or advisable to consummate the transactions contemplated by hereby, including the Exchange or (iii) require any party to this Agreement as promptly as reasonably practicableto contest or otherwise resist any administrative or judicial action or proceeding, provided that nothing in this section will require the Company to take including any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order proceeding by a Governmental Entity that seeks to modifyprivate party, delay or prohibit the consummation challenging any of the transactions contemplated by this Agreement andhereby, if issuedincluding the Exchange, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing as violative of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatantitrust law. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will the Company, Merger Subsidiary and Parent shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) causing the conditions of the other party to the Merger set forth in Article 9 to be satisfied, (ii) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (iii) obtaining and maintaining all Permits and other confirmations required to be obtained from any Governmental Authority or other third party, including consents under any Material Contract, that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableand (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement, provided that nothing in this section will require subject to Section 6.04. Parent and the Company to take any action which would be inconsistent shall promptly consult with the fiduciary duties of other with respect to, provide any necessary information with respect to, and provide the other (or its Board of Directors as counsel) copies of, all filings made by such duties would exist under applicable Law in the absence of this section. (b) Prior party with any Governmental Authority or any other Person or any other information supplied by such party with any Governmental Authority or any other Person or any other information supplied by such party to the Closing Date, each of the parties will (i) give all required notices to third parties and a Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain Authority or any other Person in connection with this Agreement, the Merger Agreement and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Without limiting the foregoing, the Company shall use reasonable best efforts to file applications and the Purchaser will each furnish to one another and to their respective counsel all such information as any other filings that may be required to own and operate X-ray equipment with the state healthcare regulatory agencies in order the states where the Company and its Subsidiaries currently operate. (b) Parent will take all actions necessary to accomplish cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the foregoing actionsMerger, subject to and in accordance with the terms and conditions set forth in this Agreement.

Reasonable Best Efforts. (a) Subject to Each of the terms and conditions hereof, each party will Parties shall use its all reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated hereby, including as promptly as reasonably practicable following the execution and delivery of this Agreement, making the notifications or filings under applicable Antitrust Laws indicated in Annex C-1 and as promptly as reasonably practicable after the Closing, making the notifications or filings under applicable Antitrust Laws indicated in Annex C-2, and, thereafter, furnishing as promptly as reasonably practicable any supplemental information requested in connection therewith by any Antitrust Authority pursuant to any such Antitrust Law. The Parties each shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with their preparation of any filing, registration or declaration that is necessary under the Antitrust Laws and any other Laws. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Antitrust Authority or Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement as Agreement) in respect of any such filing, registration or declaration, and shall comply promptly as with any such inquiry or request (and, unless precluded by Law, provide the other Party with copies of any such communications that are in writing). None of the Parties, any Group Company nor any of their respective Representatives shall independently participate in any meeting, or engage in any substantive communication (written or verbal), with any Antitrust Authority or Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other Party prior notice of the meeting and, to the extent permitted by such Antitrust Authority or Governmental Authority and reasonably practicablepracticable under the circumstances, provided that nothing the opportunity to attend or participate in such meeting or communication. Notwithstanding anything to the contrary in this section will require Agreement, subject to applicable Law, Alpine shall have the Company right to take any action which would be inconsistent direct and implement the required steps and procedures with respect to seeking and obtaining all clearances, approvals or other consents under Antitrust Laws in connection with the fiduciary duties consummation of its Board of Directors as such duties would exist under applicable Law the transactions contemplated hereby and shall take the lead in all meetings and communications with any Antitrust Authority in any matter related to the absence transactions contemplated hereby. The foregoing provisions of this sectionSection 5.05(a) shall continue to apply from and after the Closing until all proceedings under any Antitrust Law have been completed. (b) Prior Subject to the Closing Dateterms and conditions of this Agreement, each of the parties will (i) give all required notices to third parties and Governmental Entities and Party shall use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required cause the Closing to obtain in connection with occur as promptly as practicable, including by defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary Agreement or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated hereby, and seeking to have any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoingother Governmental Authority that is not yet final and non-appealable, each party (y) will promptly notify the other party in writing of any communication received by that party vacated, or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatreversed. (c) In connection with The Stockholder and without limiting the foregoingAlpine shall, the Purchaser and the Company Stockholder shall cause the Group Companies to, cooperate and use their respective reasonable best efforts to obtain as promptly as practicable all consents, approvals and waivers required by third parties so that all Permits and Contracts of the Group Companies will not cease to be in full force and effect solely as a result of the Closing. (d) Notwithstanding anything to the contrary in this Agreement, except as the Parties otherwise may agree, (i) neither Alpine nor any of its Affiliates shall be required to (and neither the Stockholder nor any Group Company, without Alpine’s express prior written consent, shall) consent to, or offer or agree to, or otherwise take all any action reasonably necessary in furtherance of (A) any requirement, condition, limitation, understanding, agreement or order to ensure that no state takeover statute sell, license, transfer, divest, hold separate (including by trust or similar statute otherwise) or regulation is otherwise dispose of any of their respective businesses or becomes applicable to assets (including, following the MergerClosing, this Agreement or any of the other transactions contemplated hereby and businesses or assets of the Group Companies), or (B) any limitation with respect to the ownership, holding, operation or business conduct of any of their respective businesses or assets (including, following the Closing, any of the businesses or assets of the Group Companies), (ii) if neither Alpine nor any such statute of its Affiliates shall be required to take any action that would, or regulation becomes applicable heretoreasonably could be expected to, take all action reasonably necessary substantially impair the benefits expected as of the date of this Agreement to ensure that be realized by Alpine from consummation of the Merger Offers and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on purchase of the terms contemplated by this Agreement Holdco Shares, and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may (iii) no Party shall be required to waive any of the conditions set forth in order Annex A or Article VI as they apply to accomplish the foregoing actionssuch Party.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each party will of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in including (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this section will require Agreement and the Company taking of such commercially reasonable actions as are necessary to take obtain any action which would be inconsistent with requisite approvals, Consents, orders, exemptions or waivers by any Governmental Authority or any other Person and (ii) using reasonable best efforts to cause the fiduciary duties satisfaction of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionall conditions to Closing. (b) Prior Each Party shall promptly consult with the other Parties with respect to, provide any necessary information with respect to the Closing Dateand provide each other Party (or its counsel) copies of, each of the parties will (i) give all required notices filings made by such Party with any Governmental Authority or any other Person or any other information supplied by such Party to third parties and a Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain Authority or any other Person in connection with this Agreement, the Merger Agreement and the other transactions contemplated hereby and hereby. (iic) use its reasonable best efforts to prevent Each Party shall promptly inform the other Party of any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation Authority regarding any of the transactions contemplated by this Agreement and, if issued, to appeal Agreement. If any Party or Affiliate thereof receives a request for additional information or documentary material from any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection Governmental Authority with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject respect to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults Agreement, then such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party Party, an appropriate response in advance, and to the extent permitted by compliance with such Governmental Entity, give the other party the opportunity to attend and participate thereatrequest. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 6.09), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Minority Offer and the transactions contemplated by this Agreement as promptly as reasonably practicablehereby, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will including (i) give the obtaining of all required notices to third parties and necessary Consents from Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this AgreementEntities, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts the obtaining of all necessary Consents from third parties, and (iii) the execution and delivery of any additional instruments necessary to prevent consummate the Minority Offer and to fully carry out the purposes of this Agreement. The Company and Buyer shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any preliminary information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or permanent injunction or other order by a parties hereto, as the case may be, of any communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by this Agreement Agreement. If the Company or Buyer receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it 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, and, if issued, to appeal permitted by applicable Law and by any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any applicable Governmental Entity, and subject to applicable Law, provide the other party party’s counsel with a copy of any such written communication (or written summary of any oral communication), advance notice and (z) not the opportunity to attend and participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning filing made thereto in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatAgreement. (cb) In connection with and without limiting the foregoingevent that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Minority Offer, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms transaction contemplated by this Agreement Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Buyer and otherwise shall use their reasonable best efforts to minimize contest and resist any such action or eliminate proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Notwithstanding anything in this Agreement to the contrary, none of Buyer or any of its Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall be responsible for ensuring that the Company and its Subsidiaries are sufficiently capitalized as of the Purchaser will each furnish Closing to one another operate Company’s and its Subsidiaries businesses in accordance with applicable regulatory requirements after giving effect to their respective counsel all such information as may be required in order to accomplish the foregoing actionsMajority Share Closing.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 5.09), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will including (i) give the obtaining of all required notices to third parties necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Entities and use its reasonable best efforts the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, (ii) the obtaining of all necessary consents or waivers from third party parties, and governmental consents (iii) the execution and approvals that it is required delivery of any additional instruments necessary to obtain in connection with this Agreement, consummate the Merger and to fully carry out the purposes of this Agreement. Buyer will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Buyer shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other transactions in the taking of the actions contemplated hereby and by clauses (i), (ii) use its reasonable best efforts and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to prevent effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by this Agreement Agreement. If the Company or Buyer receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it 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, and, if issued, to appeal permitted by applicable Law and by any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any applicable Governmental Entity, and subject to applicable Law, provide the other party party’s counsel with a copy of any such written communication (or written summary of any oral communication), advance notice and (z) not the opportunity to attend and participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults filing made thereto in connection with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Neither Buyer nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Buyer and Merger Sub and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, none of Buyer, Merger Sub or any of their Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement. (c) None of Buyer, Merger Sub or any of their Subsidiaries shall be required to, and the Purchaser will each furnish Company may not, without the prior written consent of Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to one another and (i) other than pursuant to Section 5.01 hereto, sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Buyer, Merger Sub or any of their respective counsel all Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Buyer, Merger Sub or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Buyer, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Buyer, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such information requirement, condition, limitation, understanding, agreement or order so long as may be required such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in order to accomplish the foregoing actionsevent the Closing occurs.

Reasonable Best Efforts. From the date hereof until the earlier of the Closing or valid termination of this Agreement in accordance with its terms (a) Subject to the terms and conditions hereof“Pre-Closing Period”), except as otherwise expressly provided in this Agreement, each party will Party shall use its reasonable best efforts to take, or cause the conditions set forth in Article VII to be taken, all actions satisfied and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing practicable and in any event on or after the Inside Date and on or before the Outside Date. Notwithstanding anything to the contrary contained in this section will Agreement, nothing contained in this Section 5.1 or elsewhere in this Agreement shall require Seller or any other Seller Related Party (including the Company Acquired Companies) to take (a) provide financing to Buyer or any action which would be inconsistent with other Buyer Related Party for the fiduciary duties consummation of its Board of Directors as such duties would exist under applicable Law in the absence of this section. transactions contemplated hereby; or (b) Prior to the Closing Dateseek or obtain any consents, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and notices, approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks authorizations to modify, delay or prohibit the consummation any of the transactions contemplated by this Agreement andor any Ancillary Document that may be required from any party to any Contract or Permit to which any Acquired Company is a party or otherwise bound or any Governmental Entity (clause (b), if issuedcollectively, “Transaction Consents”), except (x) as provided in Section 5.2 and (y) that, subject in all events to appeal the last sentence of this Section 5.1, Seller shall cause the Acquired Companies to use commercially reasonable efforts to seek the waivers and consents set forth on Schedule 5.1; provided, that (1) in no event shall Seller or any Acquired Company be required to commence any Suit, make any payment or grant any concession (financial or otherwise) to obtain any such injunction waiver or order through consent and (2) Buyer shall provide to any third party from whom any such waiver or consent is being sought such information as is reasonably requested and shall otherwise cooperate with the appellate court Acquired Companies in connection with seeking such waivers and consents. Buyer agrees that notwithstanding anything to the contrary herein, so long as Seller and the Company satisfy their obligations under this Section 5.1 and Section 5.2 (i) no Seller Related Party shall have any Liability (and the Buyer Related Parties will not be entitled to assert any claims) arising out of or body for the relevant jurisdiction. In relating to (I) any failure to obtain any Transaction Consent in connection with the foregoingexecution, each party (y) will promptly notify the other party in writing delivery and performance by Seller of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any Ancillary Document to which it is a party or the consummation of the other transactions contemplated hereby or thereby, including any default, acceleration, termination or loss of right under any Contract or Permit as a result of such failure or (II) any matter arising out of or relating to seeking, or the negotiation with any third-party with respect to, any waiver or consent set forth on Schedule 5.1, and (ii) if in no event shall any such statute of the foregoing (A) violate or regulation becomes applicable hereto, take all action reasonably necessary breach or be deemed to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by violate or breach any provision of this Agreement and otherwise in any way, (B) serve as a basis for Buyer to minimize terminate this Agreement or eliminate (C) cause or be deemed to cause any of the effect of such statute or regulation on conditions contained in Article VII (except, as applicable, the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish condition contained in Section 7.1(c)) to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionshave not been satisfied.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 5.9), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. 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. If the Company, on the one hand, or Parent or Merger Sub, on the other hand, receives a request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicablepracticable and after consultation with the other party, provided that nothing an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this section will require Agreement. Neither Parent nor the Company shall commit to take or agree (or permit any action which would of their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll, or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionunreasonably withheld, conditioned, or delayed). (b) Prior to Without limiting the Closing Date, each generality of the undertakings pursuant to Section 5.9(a) hereof, the parties will hereto shall: (i) give all required notices provide or cause to third parties and be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper, or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement (provided, that in the case of the filing under the HSR Act, such filing shall be made within 10 Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws; and (ii) subject to the terms set forth in (c) hereof, use its their reasonable best efforts to obtain all third party and governmental consents and approvals that it is required take such actions as are necessary or advisable to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit prompt approval of the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect or expiration of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatapplicable waiting periods. (c) In connection with and without limiting the foregoing, event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Merger or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms transaction contemplated by this Agreement Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and otherwise Merger Sub and shall use its reasonable best efforts to minimize contest and resist any such action or eliminate proceeding and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub, or any of their respective Affiliates shall be required to defend, contest, or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed, or overturned any Order, in connection with the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub, or any of their respective Subsidiaries shall be required to, and the Purchaser will each furnish to one another and to Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement, or Order to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of the Company, the Surviving Company, Parent, Merger Sub, or any of their respective counsel all Subsidiaries; (ii) conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company, the Surviving Company, Parent, Merger Sub, or any of their respective Subsidiaries in any manner; or (iii) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of the Company, the Surviving Company, Parent, Merger Sub, or any of their respective Subsidiaries; provided, that if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such information requirement, condition, limitation, understanding, agreement, or Order so long as may be required such requirement, condition, limitation, understanding, agreement, or Order is only binding on the Company in order to accomplish the foregoing actionsevent the Closing occurs.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will hereto shall, and shall cause its respective Subsidiaries to, use its reasonable best efforts (i) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company (ii) to take any action which would be inconsistent obtain (and to cooperate with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (bother party to obtain) Prior to the Closing Dateany consent, each of the parties will (i) give all required notices to third parties and authorization, order or approval of, or any exemption by, any Governmental Entities and use its reasonable best efforts to obtain all Entity or any other public or private third party and governmental consents and approvals that it which is required to obtain be obtained or made by such party or any of its Subsidiaries in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement andAgreement, if issuedand (iii) to cooperate in connection with any financing transaction undertaken by Arrow to fund the Merger Consideration, including, cooperation by Republic in facilitating customary due diligence and arranging senior officers, as selected by Arrow, to appeal meet with prospective lenders and investors in customary presentations (including “road show” presentations and sessions with rating agencies), the preparation and filing of any offering document or listing particulars, the issuance of any comfort letter, the receipt of any auditors consents, the delivery of consolidated pro forma financial information and the use of commercially reasonable efforts to cause each independent auditor to so cooperate; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or such compliance or the obtaining of such consent, authorization, order, approval or exemption will result in such party being required to hold separate or to divest any of its respective businesses or assets. Each of Republic and Arrow shall promptly cooperate with and furnish information to the other in connection with any such injunction efforts by, or order through the appellate court requirement imposed upon, any of them or body for the relevant jurisdiction. In any of their Subsidiaries in connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement (including Section 6.3), each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable to cause the Offer Conditions and the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionTransactions. (b) Prior to the Closing Date, each In furtherance and not in limitation of the parties will (i) give all required notices to third parties foregoing, the Company and Governmental Entities and Parent shall each use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation Law is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby Transactions and (ii) if any such state takeover statute or regulation similar Law becomes applicable heretoto any of the Transactions, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby Transactions may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation Law on the Merger Transactions. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Transactions, including any proceeding initiated by a private party and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions. Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the other parties and their respective Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Transactions. No party to this Agreement shall consent to any voluntary delay of the Closing at the behest of any Governmental Authority without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. (d) Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.4 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 8.1 so long as such party has up to then complied in all material respects with its obligations under this Section 6.4 or (ii) require Parent to offer, accept or agree to (A) dispose or hold separate any part of its or the Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the other transactions contemplated by this Agreement. The Company and Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business and/or (C) restrict the Purchaser will each furnish to one another and to manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their respective counsel all such information as Affiliates may be required carry on business in order to accomplish any part of the foregoing actionsworld.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party of the parties will use its reasonable best efforts in good faith to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, and execute and deliver such documents and other papers or instruments as may be required, so as to consummate permit consummation of the Exchange and otherwise to enable consummation of the transactions contemplated by this Agreement hereby, in each case, as promptly as reasonably is practicable, and shall use reasonable best efforts to cooperate with the other party to that end; provided that nothing the Investor shall not be required to take such actions, or make such disclosures, as would (x) have a material adverse effect on the Investor (taking into consideration the normal course of business in this section will require which the Investor’s business has been conducted); (y) result in the Investor or an Affected Affiliate being deemed to control the Company or any subsidiary of the Company (within the meaning of 12 U.S.C. Section 1841(a), 12 U.S.C. Section 1831o(e), 12 U.S.C. Section 1815(e), 12 C.F.R. Section 225.2(e), or any similar U.S. federal, state or local law or regulation limiting control of financial institutions or their affiliates or imposing obligations on the Investor or its Affiliates by virtue of such control); or (z) result in the imposition of a financial support obligation or materially adverse compliance burden on the part of the Investor or an Affected Affiliate. In addition, the Investor agrees to take any action which would be inconsistent the extent required by relevant Governmental Entities or applicable law to enter into or accept being subject to (in addition to and without limiting the provisions of this Agreement including Section 4.02): (i) standard “passivity” commitments; and (ii) an undertaking not to seek a representative or designee on the Company’s board of directors. The Company agrees to reasonably cooperate with the fiduciary duties of Investor to provide such information, assistance and support as necessary or appropriate for the Investor to obtain or make in a timely manner the applicable regulatory approvals, consents, authorizations, notices, applications, filings, registrations or qualifications, including any exemptions from the foregoing, contemplated by the preceding sentence. The parties agree that the Investor shall not be required to initiate, prosecute or contest any lawsuit, action, suit or proceeding to comply with this Section 3.01. The Company agrees to only include information describing the Investor or its Board of Directors as Affiliates in any such duties would exist under applicable Law in application that has been provided or approved by the absence of this sectionInvestor or is publicly available. (b) Prior As promptly as reasonably practicable the Investor shall cause to be prepared and filed the Closing Date, each required notice under the Change in Bank Control Act of 1978 (the parties will (i“CIBC Act”) give all required notices to third parties and Governmental Entities and with the Federal Reserve Board. Such notice shall be in such form as may be prescribed by the Federal Reserve Board. The Investor shall use its reasonable best efforts to obtain approval of the notice and to respond as promptly as reasonably practicable to all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and inquiries received concerning such notice (ii) use its including using reasonable best efforts to prevent respond to all requests for additional information from the Federal Reserve Board as promptly as practicable following each such request); provided that the Investor shall not be required to take any preliminary such actions that would have a material adverse effect on the Investor (taking into consideration the normal course of business in which the Investor’s business has been conducted) or permanent injunction result in the imposition of a financial support obligation or other order by a Governmental Entity that seeks to modify, delay or prohibit materially adverse compliance burden on the consummation part of the transactions contemplated by Investor or an Affected Affiliate. The parties agree that the Investor shall not be required to initiate, prosecute or contest any lawsuit, action, suit or proceeding to comply with this Agreement and, if issued, Section 3.01. The Company shall have the right to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party review in advance, and to the extent permitted by such Governmental Entitypracticable consult with Investor with respect to, give the CIBC Act notice, in each case subject to applicable laws relating to the exchange of confidential information. In exercising the foregoing right, the Company agrees to act reasonably and as promptly as practicable. The Investor shall keep the Company apprised of the status of all material matters relating to the CIBC Act notice, including promptly furnishing the Company with copies of notices or other party communications between the opportunity Investor and the Federal Reserve Board, subject to attend and participate thereatapplicable laws relating to the exchange of confidential information. (c) The Company shall hold a meeting of its stockholders (which may be its annual meeting or a special meeting) or seek to take action by written consent in lieu thereof, as promptly as practicable following the Closing, to vote on or consent to the proposals (collectively, the “Stockholder Proposals”) set forth on Annex F. The Board of Directors shall recommend to the Company’s stockholders that such stockholders vote in favor of or consent to the Stockholder Proposals. In connection with and without limiting the foregoingsuch meeting or consent, the Purchaser Company shall prepare (and the Investor will provide information reasonably required by the Company to be included therein) and file with the SEC as promptly as practicable a preliminary proxy statement, the Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff thereon and to cause a definitive proxy statement related to such stockholders’ meeting or consent to be mailed to the Company’s stockholders, and the Company will shall use its reasonable best efforts to solicit proxies for such stockholder approval of the Stockholder Proposals. Each of the Investor and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect. (d) None of the information supplied by the Company for inclusion in any proxy statement in connection with any such stockholders meeting of the Company or consent will, at the date it is filed with the SEC, when first mailed to the Company’s stockholders and at the time of any stockholders meeting, and at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (i) take The Investor hereby agrees that the Investor shall vote (or cause to be voted) or exercise its right to consent (or cause its right to consent to be exercised) with respect to all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable of the Exchange Preferred Shares and shares of Common Stock and Exchange Interim Securities beneficially owned by it, and its Controlled Affiliates in favor of the Stockholder Proposals to the Mergerextent entitled to vote thereon. (ii) The Investor hereby agrees that the Investor shall vote (or cause to be voted) or exercise its right to consent (or cause its right to consent to be exercised) with respect to all of the Exchange Preferred Shares and shares of Common Stock and Exchange Interim Securities beneficially owned by it and its Controlled Affiliates in favor of the additional stockholder proposals set forth on Annex G to the extent entitled to vote thereon. (iii) Additionally, by entering into this Agreement, to the maximum extent permitted by applicable law, the Investor hereby grants a proxy appointing the Company and its officers attorney-in-fact and proxy for it and its Controlled Affiliates with full power of substitution, for and in the name of it and its Controlled Affiliates, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 3.01(e)(i) and Section 3.01(e)(ii) as the Company or its proxy or substitute shall, in the Company’s sole discretion, deem proper with respect to such Exchange Preferred Shares, Common Stock and Exchange Interim Securities, and the Investor hereby revokes any and all previous proxies granted with respect to such Exchange Preferred Shares, Common Stock and Exchange Interim Securities for purposes of Section 3.01(e)(i) or Section 3.01(e)(ii). The proxy granted hereby is irrevocable, is coupled with an interest and is granted in consideration of the Company entering into this Agreement and incurring certain related fees and expenses, and will be valid and binding on any Permitted Transferee to whom the Investor or any of the other transactions contemplated hereby its direct or indirect transferees may Transfer such Common Stock and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsExchange Interim Securities.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 5.08), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement Agreement, including: (i) the obtaining of all necessary Permits, waivers, and actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third parties; and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. 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. If the Company, on the one hand, or Parent or Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicablepracticable and after consultation with the other party, provided that nothing an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this section will require Agreement. Neither Parent nor the Company shall commit to take or agree (or permit any action which would be inconsistent of their respective Subsidiaries to commit to or agree) with the fiduciary duties of its Board of Directors as such duties would exist any Governmental Entity to stay, toll, or extend any applicable waiting period under applicable Law in Antitrust Laws, without the absence prior written consent of this sectionthe other (such consent not to be unreasonably withheld, conditioned, or delayed). (b) Prior to Without limiting the Closing Date, each generality of the undertakings pursuant to Section 5.08(a) hereof, the parties will hereto shall: (i) give all required notices provide or cause to third parties and be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper, or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under any consents and filings under any Antitrust Laws as promptly as practicable following the date of this Agreement and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under any applicable Antitrust Laws; and (ii) subject to the terms set forth in Section 5.08(c) hereof, use its their reasonable best efforts to obtain all third party and governmental consents and approvals that it is required take such actions as are necessary or advisable to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit prompt approval of the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect or expiration of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatapplicable waiting periods. (c) In connection with and without limiting the foregoing, event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Merger or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms transaction contemplated by this Agreement Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and otherwise Merger Sub and shall use its reasonable best efforts to minimize contest and resist any such action or eliminate proceeding and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub, or any of their respective Affiliates shall be required to defend, contest, or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed, or overturned any Order, in connection with the transactions contemplated by this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub, or any of their respective Subsidiaries shall be required to, and the Purchaser will each furnish to one another and to Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement, or order to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub, or any of their respective counsel all Subsidiaries; (ii) conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub, or any of their respective Subsidiaries in any manner; or (iii) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub, or any of their respective Subsidiaries; provided, that if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such information requirement, condition, limitation, understanding, agreement, or order so long as may be required such requirement, condition, limitation, understanding, agreement, or order is only binding on the Company in order to accomplish the foregoing actionsevent the Closing occurs.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each party will of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in including, without limitation, (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this section will require Agreement and the Company taking of such commercially reasonable actions as are necessary to take obtain any action which would be inconsistent requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Authority, including, without limitation, filings pursuant to the HSR Act, and (ii) using its reasonable best efforts to cause the satisfaction of all conditions to Closing. Each party shall promptly consult with the fiduciary duties of others with respect to, provide any necessary information with respect to and provide the other (or its Board of Directors as counsel) copies of, all filings made by such duties would exist party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the transactions contemplated by this Agreement. Purchaser and the Sellers agree that the filing fee required to be paid in connection with the filing under applicable Law in the absence of this sectionHSR Act shall be divided equally between Purchaser and the Sellers. Purchaser and Seller shall make all filings under the HSR Act within 5 Business Days following the date hereof. (b) Prior to Each party hereto shall promptly inform the Closing Date, each others of the parties will (i) give all required notices to third parties and any communication from any Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent Authority regarding any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection Governmental Authority with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject respect to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after reasonable consultation with the other party party, an appropriate response in advance, and to the extent permitted by compliance with such Governmental Entity, give the other party the opportunity to attend and participate thereatrequest. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws, rules and regulations to consummate the Acquisitions and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including preparing and filing as promptly as reasonably practicablepracticable all documentation to effect all necessary applications, provided that nothing notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals and all other consents, waivers, orders, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Acquisitions or any of the other transactions contemplated by this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionAgreement. (b) Prior to Each of Islet and BHV shall, in connection with the Closing Dateefforts referenced in Section 6.3(a), each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain (i) cooperate in all third party and governmental consents and approvals that it is required to obtain respects with each other in connection with this Agreementany filing or submission and in connection with any investigation or other inquiry, the Merger including any proceeding initiated by a private party and permit the other transactions contemplated hereby and (ii) use its reasonable best efforts party to prevent review in advance any preliminary or permanent injunction or other order by a proposed written communication to any Governmental Entity that seeks or private party, related to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement andAgreement, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (yii) will promptly notify inform the other party in writing of the status of any communication received by that party or its Affiliates from any Governmental Entityof the matters contemplated hereby, and subject to applicable Law, provide including providing the other party with a copy of any such written communication (or written summary of oral communications) received by such party from, or given by such party to, any Governmental Entity and of any written communication (or summary of oral communication)communications) received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (ziii) not participate consult with each other in advance to the extent practicable of any substantive meeting or discussion conference with any such Governmental Entity or, in respect of connection with any filingproceeding by a private party, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the any such other party in advanceperson, and to the extent permitted by any such Governmental EntityEntity or other person, give the other party the opportunity to attend and participate thereatin such meetings and conferences. (c) In connection with furtherance and without limiting not in limitation of the foregoingcovenants of the parties contained in this Section 6.3, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable if (1) any objections are asserted with respect to the Mergertransactions contemplated hereby under any law, this Agreement rule, regulation, order or decree, (2) any of administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any Governmental Entity or private party challenging the Acquisitions or the other transactions contemplated hereby and as violative of any law, rule, regulation, order or decree or that would otherwise prevent, materially delay or materially impede the consummation of the Acquisitions or the other transactions contemplated hereby, or (ii3) if any such statute law, rule, regulation, order or regulation becomes applicable heretodecree is enacted, take all action reasonably necessary to ensure entered, promulgated or enforced by a Governmental Entity that would make the Merger and Acquisitions or the other transactions contemplated hereby may illegal or would otherwise prevent, materially delay or materially impede the consummation of the Acquisitions or the other transactions contemplated hereby, then (ii) Islet shall use its reasonable best efforts to resolve any such objections, actions or Proceedings so as to permit the consummation of the transactions contemplated by this Agreement by the date set forth in Section 8.1(c). Notwithstanding the foregoing or any other provision in this Agreement to the contrary, nothing in this Section 6.3 shall require, or be consummated as promptly as reasonably practicable deemed to require the taking by Islet of any such action that (1) is not conditional on the terms consummation of the Acquisitions or (2) would reasonably be expected to result in a Material Adverse Effect on BHV. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.3, if any of the events specified in Section 6.3(c)(i)(2) or (3) occurs, then each of Islet and BHV shall cooperate in all respects with each other and use its reasonable best efforts, subject to Section 6.3(c), to contest and resist any such administrative or judicial action or proceeding and to have vacated, lifted, reversed or overturned any judgment, Injunction or other decree or order, whether temporary, preliminary or permanent, that is in effect and that prevents, materially delays or materially impedes the consummation of the Acquisitions or the other transactions contemplated by this Agreement and otherwise to minimize have such law, rule, regulation, order or eliminate decree repealed, rescinded or made inapplicable so as to permit consummation of the effect transactions contemplated by this Agreement, and each of Islet and BHV shall use its reasonable best efforts to defend, at Islet’s cost and expense, any such statute administrative or judicial actions or Proceedings. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) or 8.1(c) so long as such party has up to then complied with its obligations under this Section 6.3. (f) Each of BHV and Islet and their respective Boards of Directors or Board of Managers, as applicable, shall, if any “moratorium,” “control share,” “fair price” or other anti-takeover law or regulation on becomes applicable to this Agreement, the Merger Acquisitions , or any other transactions contemplated hereby, use all reasonable best efforts to ensure that the Acquisitions and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such law or regulation on this Agreement. The Company , the Acquisitions and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsother transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this AgreementOffer, the Merger and the other transactions contemplated hereby by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the Offer Conditions and conditions in Article VII to be satisfied as promptly as reasonably practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Entity and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent, Sub and the Company shall as promptly as reasonably practicable, but in no event later than ten (10) business days after the date hereof, duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act with respect to the transactions contemplated by this Agreement. (b) Each of Parent and the Company shall use its reasonable best efforts to prevent (i) cooperate in all respects with each other in connection with any preliminary filing or permanent injunction submission and in connection with any investigation or other order inquiry, including any proceeding initiated by a Governmental Entity that seeks to modifyprivate party, delay or prohibit in each case, regarding the consummation of the transactions contemplated by this Agreement andtransaction, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (yii) will promptly notify keep the other party in writing informed of any material communication received by such party from, or given by such party to, the FTC, the Antitrust Division, or any other Governmental Entity and of any communication received or given in connection with any proceeding by that party or its Affiliates from any Governmental Entitya private party, in each case regarding the transaction and (iii) subject to applicable Law, provide permit the other party to review, in advance, any written communication given by it to or received from, and consult with a copy each other in advance of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion conference with, the FTC, the Antitrust Division, or any other Governmental Entity or, in connection with any Governmental Entity in respect of proceeding by a private party regarding the transaction, any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advanceperson, and to the extent permitted by such the FTC, the Antitrust Division, or other applicable Governmental EntityEntity or other person, give the other party the opportunity to attend and participate thereatin such meetings and conferences subject to applicable Law. (c) In connection with and without limiting the foregoing, the Purchaser Each of Parent and the Company will shall (i) take respond as promptly as practicable under the circumstances to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to inquiries and requests received from either Governmental Entity, (ii) not extend any waiting period under the Merger, this Agreement or any HSR Act without the prior written consent of the other transactions contemplated hereby party (such consent not to be unreasonably withheld, conditioned or delayed) and (iiiii) if not enter into any such statute or regulation becomes applicable hereto, take all action reasonably necessary agreement with any Governmental Entity not to ensure that consummate the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). Parent and otherwise the Company shall, from the date of this Agreement until the Outside Date, use their respective reasonable best efforts to minimize avoid the entry of, or eliminate to have lifted, vacated or terminated, any injunction or Judgment that would restrain, prevent or delay the effect Closing; provided that the parties shall have no obligation to commence any Proceeding against any Governmental Entity. (d) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.02(a) and (b), if any objections are asserted or if any suit is instituted (or threatened to be instituted) by the FTC, the Antitrust Division or any other applicable Governmental Entity with respect to any of the transactions contemplated hereby that would prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby, each of Parent, Sub and the Company shall use its reasonable best efforts, and cause their Affiliates to use their reasonable best efforts, to resolve any such statute objections or regulation suits so as to permit consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to sell, divest, hold separate, license or agree to any other structural or conduct remedy with respect to, any operations, divisions, businesses, product lines, customers, assets or relationships of Parent or any of its Subsidiaries (other than the Company and its Subsidiaries following the Merger), on the Merger and one hand, or the Company or its Subsidiaries, on the other transactions contemplated hand, which (A) would materially and adversely affect the business of Parent and its Subsidiaries, taken as a whole, or (B) would require the sale, divestiture, holding separate or license of the Covered Product to any third party or materially impair the benefits expected by Parent as of the date of this Agreement. The Company and Agreement to be derived by Parent from the Purchaser will each furnish to one another and to their respective counsel all acquisition of the Covered Product (any such information as may be required in order to accomplish the foregoing actionsaction, a “Non-Required Remedy”).

Reasonable Best Efforts. (a) Subject Each party shall make or cause to be made, in cooperation with the other parties and to the extent applicable and as promptly as practicable, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger and (ii) all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Entities under any other antitrust, competition, trade regulation, or other Laws relating to the Merger. Each party shall use its reasonable best efforts to (i) respond at the earliest practicable date to any requests for additional information made by the United States Department of Justice or any other Governmental Authorities, (ii) act in good faith and reasonably cooperate with the other party in connection with any investigation of any Governmental Authority, (iii) furnish to each other all information required for any filing, form, declaration, notification, registration and notice subject to advice of such party’s antitrust counsel, and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any foreign antitrust, competition or similar Laws as soon as practicable and not extend any waiting period under the HSR Act or any foreign antitrust, competition or similar Laws or enter into any agreement with a Governmental Authority not to consummate the Merger, except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding or agreement with, any Governmental Authority regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed communication, understanding or agreement with any Governmental Authority with respect to the Merger subject to advice of such party’s antitrust counsel, (B) where reasonably practical, none of the parties hereto shall independently participate in any meeting or conversation, or engage in any substantive conversation, with any Governmental Authority in respect of any filings or inquiry without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend and/or participate, (C) if one party is prohibited by applicable Law or by the applicable Governmental Authority from participating in or attending any meetings or conferences or conversations, the attending party shall keep the other reasonably apprised with respect thereto and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted in connection with proceedings under or relating to any antitrust Law. Without limiting the foregoing, the Company and Parent shall each use its reasonable best efforts: (i) to avoid the entry of any Restraint and (ii) to eliminate every impediment under any antitrust Law that may be asserted by any Governmental Authority so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date). Notwithstanding the foregoing, neither Parent nor any of its Subsidiaries shall be required to (i) propose, negotiate, commit to or effect any such sale, divestiture or disposition of assets or business of Parent or the Company, or any of their respective Subsidiaries, or offer to take or offer to commit to take any such action, provided, that Parent shall be required to use commercially reasonable efforts to take such action, or effect such sale, divestiture or disposition, where such action, sale, divestiture or disposition, individually or in the aggregate, would not result in the one year loss of net sales revenues (as measured by net 2010 sales revenue) in excess of $40,000,000, or (ii) commence or defend any suit, action, or proceeding related to the foregoing or seek to avoid entry of, or to have vacated, overturned or terminated, any Restraint. (b) Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of Parent, Merger Sub and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other 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 as promptly as reasonably practicableAgreement, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will including using reasonable best efforts to: (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party necessary actions or non-actions, waivers, consents, approvals, orders and governmental consents authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger; and (ii) obtain all necessary consents, waivers and approvals that it under any Material Contracts or Contracts set forth on Section 4.04 of the Company Disclosure Schedule, to which the Company or any of its Subsidiaries is required to obtain a party in connection with this Agreement, the Merger Agreement and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereathereby. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereof, each Each party will shall use its reasonable best efforts to take, or cause to be taken, all actions action, and to do, or cause to be donedone as promptly as practicable, all things necessary, proper or advisable and advisable, to consummate and make effective as promptly as practicable the transactions contemplated hereby, including: (a) the satisfaction of the conditions precedent to the obligations of any of the parties; (b) the obtaining of applicable consents, waivers or approvals of any Governmental Entities or third parties; (c) the defending of any Actions challenging this Agreement or the performance of the obligations hereby; and (d) the execution and delivery of such instruments, and the taking of such other actions, as the other party may reasonably require in order to carry out the intent of this Agreement. Subject to appropriate confidentiality protections, each party shall furnish to the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) The parties shall cooperate with one another and use their respective reasonable best efforts to prepare all necessary documentation (including furnishing all information required under any applicable Competition Laws) to effect promptly all necessary Governmental Filings and to obtain all consents, waivers and approvals of any Governmental Entity necessary to consummate the transactions contemplated hereunder. Each party shall provide to the other parties copies of all substantive correspondence between it (or its advisors) and any Governmental Entity relating to the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing or any of the matters described in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third Section 6.6. Each party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and shall promptly inform the other transactions contemplated hereby parties of any substantive oral communication with, and (ii) use its reasonable best efforts to prevent provide copies of any preliminary or permanent injunction or other order by a written communications with, any Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal regarding any such injunction filings or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoingany such transaction, each party (y) will promptly notify the other party in writing unless prohibited by reasonable request of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other . No party with a copy of any such written communication (or written summary of any oral communication), and (z) not shall independently participate in any substantive meeting or discussion substantive conference call with any Governmental Entity in respect of any filingsuch filings, investigation or other inquiry concerning the transactions contemplated by this Agreement unless it consults with without giving the other party in advanceparties prior notice of the meeting or substantive conference call and, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend or participate. To the extent permissible under applicable Law, the parties will consult and participate thereatcooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party relating to proceedings under the Competition Laws; provided that such materials may be redacted as necessary to remove references concerning the valuation of the Company or the Company’s consideration of other transactions or to otherwise comply with applicable Law. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 6.6(b) or any other section of this Agreement as “legal counsel only.” Such materials and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. (c) In connection with and without Without limiting the foregoinggenerality of the undertakings pursuant to this Section 6.6, the Purchaser and parties shall provide or cause to be provided (including by their “Ultimate Parent Entities” as that term is defined in the Company will (iHSR Act) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on to any Governmental Antitrust Entity information and documents requested by such Governmental Antitrust Entity or necessary, proper or advisable to permit consummation of the terms transactions contemplated by this Agreement Agreement, including filing any notification and otherwise report form and related material required under the HSR Act and any other filing under any Competition Law set forth on Section 7.1(b) of the Company Disclosure Schedule as promptly as reasonably practicable after the date hereof (but in any event no later than 10 Business Days after the date hereof with respect to minimize the HSR Act and no later than 25 Business Days after the date hereof with respect to the filings identified on Section 7.1(b) of the Company Disclosure Schedule), and thereafter to respond as promptly as reasonably practicable to any request for additional information or eliminate documentary material that may be made under the effect HSR Act and any other Competition Law regarding preacquisition notifications for the purpose of such statute or regulation competition reviews. Neither Purchaser, on the Merger one hand, or Seller, the General Partner or the Company, on the other hand, shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, or “pull and refile,” pursuant to 16 C.F.R. 803.12 the filing made under the HSR Act, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of the other party. Purchaser shall be responsible for all filing fees applicable to Purchaser under the HSR Act and under any such other Competition Laws applicable to Purchaser. (d) If any objections are asserted with respect to the transactions contemplated hereby under any applicable Competition Law or if any Action is instituted by any Governmental Entity challenging any of the transactions contemplated hereby as violative of any applicable Competition Law, Purchaser shall, at the sole cost and expense of Purchaser: (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the other transactions contemplated hereby), and (ii) take such action as necessary to overturn any action by any Governmental Entity to prevent or enjoin consummation of this Agreement (and the transactions contemplated hereby), including by defending any Action brought by any Governmental Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Entity may have to such transactions under such applicable Law so as to permit consummation of the transactions contemplated by this Agreement. The Seller shall, and shall cause the Company Entities to, cooperate with Purchaser in connection with the foregoing, and take such actions as are reasonably requested by Purchaser in furtherance thereof. (e) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Purchaser will each furnish shall, and shall cause its Parent and its Parent’s Subsidiaries to, use reasonable best efforts and take any and all actions necessary to one another obtain any authorization, consent or approval of a Governmental Entity under the Competition Laws (including in connection with any Governmental Filings under the Competition Laws) necessary or advisable so as to enable the consummation of the transactions contemplated hereby to occur as expeditiously as possible (and in any event, no later than the Outside Date) and to their respective counsel all resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under or relating to any Competition Law, or to otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of preventing, prohibiting, restricting, or delaying the consummation of the transactions contemplated hereby, including: (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, any businesses, product lines, rights, assets, properties, operations or services of Purchaser or its Parent or its Parent’s Subsidiaries (including, after the Closing Date, the Company Entities) or any interest therein (including entering into customary ancillary agreements relating to any such information sale, divestiture, licensing or disposition of such businesses, product lines, rights, assets, properties, operations or services), or agree to any other structural or conduct remedy and (ii) otherwise taking or committing to take any actions that after the Closing Date would limit Purchaser’s or its Parent’s or its Parent’s Subsidiaries’ (including any of the Company Entities’), freedom of action with respect to, or its ability to retain or control, one or more of the businesses, product lines, rights, assets, properties, operation or services of Purchaser and its Affiliates or Subsidiaries (including the Company Entities) or interest therein, in each case as may be required in order to accomplish enable the consummation of the transactions contemplated hereby to occur as expeditiously as possible (and in any event no later than the Outside Date). Notwithstanding the foregoing, in no event shall Purchaser or its Parent or its Parent’s Subsidiaries, or the Company Entities, be required to take any of the foregoing actionsactions (or omissions) in clauses (i) and (ii) above to the extent the taking of such action or omission is not conditioned on the occurrence of the Closing. (f) From the date of this Agreement until Closing, neither Purchaser nor any of its Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to(individually or in the aggregate): (i) impose any material delay in obtaining, or materially increase the risk of not obtaining, consents of a Governmental Entity under any Competition Law necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period under any Competition Law, (ii) materially increase the risk of a Governmental Entity seeking or entering a Governmental Order under a Competition Law prohibiting the consummation of the transactions contemplated hereby, (iii) materially increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, or (iv) otherwise prevent, materially impair or materially delay the consummation of the transactions contemplated hereby.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, and in all cases subject to Section 6.2, each party will of Parent, 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, all things that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement and make effective, as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing DateTransactions, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its including using reasonable best efforts to (i) cause each of the conditions to the Merger set forth in Article VII to be satisfied as promptly as practicable after the date of this Agreement, (ii) obtain, as promptly as practicable after the date of this Agreement, and maintain all necessary actions or non-actions and Consents from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger, (iii) obtain all third necessary Consents under any Contracts to which the Company or any of its Subsidiaries is a party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger Agreement and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), Transactions and (ziv) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults reasonably cooperate with the other party in advance, and or parties with respect to any of the foregoing. Notwithstanding anything to the extent permitted by such Governmental Entitycontrary herein, give neither party, prior to the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoingEffective Time, the Purchaser shall be required to, and the Company will shall not without the consent of Parent, pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (iincluding increased rent or other similar payments) take all action reasonably necessary or agree to ensure that no state takeover statute enter into any amendments, supplements or similar statute other modifications to (or regulation is waivers of) the existing terms of any Contract, or becomes applicable provide additional security (including a guaranty) or otherwise assume or incur or agree to assume or incur any Liability, to obtain any Consent of any Person (including any Governmental Authority) under any Contract; provided that, if so requested by Parent, the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if Company shall agree to any such statute payment, consideration, security or regulation becomes applicable hereto, take all action reasonably necessary to ensure Liability that is conditioned upon the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsClosing.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 5.08), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will including: (i) give the obtaining of all required notices to third parties necessary Permits, waivers, and actions or nonactions from Governmental Entities and use its reasonable best efforts the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary material consents or waivers from third party parties; and governmental consents (iii) the execution and approvals that it is required delivery of any additional instruments necessary to obtain in connection with this Agreement, consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other transactions in the taking of the actions contemplated hereby by clauses (i), (ii), and (iiiii) use its reasonable best efforts immediately above; and (B) supply the other with any information that may be reasonably required in order to prevent effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any preliminary or permanent injunction or other order by a material communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by this Agreement Agreement. If the Company, on the one hand, or Parent or Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it 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, and, if issued, to appeal permitted by applicable Law and by any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any applicable Governmental Entity, and subject to applicable Law, provide the other party party’s counsel with a copy of any such written communication (or written summary of any oral communication), advance notice and (z) not the opportunity to attend and participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults filing made thereto in connection with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Neither Parent nor the Company shall commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll, or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed). (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and the Purchaser will each furnish Merger Sub and shall use its reasonable best efforts to one another contest and resist any such action or proceeding and to their respective counsel all such information as may be required have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary, or permanent, that is in order to accomplish effect and that prohibits, prevents, or restricts consummation of the foregoing actionstransactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 7.6(a)), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities, including, but not limited to, FINRA, the NYSE and the NFA, (ii) the obtaining of all necessary consents or waivers from third parties required as a result of or in connection with the consummation of the transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent and their respective counsel shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent practicable and after consultation with the fiduciary duties of its Board of Directors as other party, an appropriate response in compliance with such duties would exist under request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party and its counsel with advance notice and the opportunity to participate in any material meeting with any Governmental Entity in respect of any filing made thereto in connection with the absence of transactions contemplated by this sectionAgreement. (b) Prior to Without limiting the Closing Date, each generality of the undertakings pursuant to Section 7.6(a) hereof, the parties will hereto shall (i) give all required notices provide or cause to third parties and be provided as promptly as practicable to Governmental Entities with jurisdiction over the HSR Act (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act as promptly as practicable following the date of this Agreement and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act, and (ii) subject to the terms set forth in Section 7.6(c) hereof, use its their reasonable best efforts to obtain all third party and governmental consents and approvals that it is required take such actions as are necessary or advisable to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit prompt approval of the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect or expiration of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatapplicable waiting periods. (c) In connection with and without limiting Notwithstanding anything to the foregoingcontrary set forth in this Agreement, nothing in this Agreement shall be deemed to require Parent, the Purchaser Company or any of their respective Subsidiaries to, and the Company and its Subsidiaries will (i) take all action reasonably necessary not without Parent’s prior written consent, agree to ensure that no state takeover statute any divestiture of shares of capital stock or similar statute of any business, assets or regulation is property, or becomes applicable to the Merger, this Agreement or imposition of any limitation on the ability of any of the other transactions contemplated hereby them to conduct their businesses or to own or exercise control of such assets, properties and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary stock to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize avoid or eliminate any impediment under the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsHSR Act.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement and applicable Law, each party will of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under Laws or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Timber SPA as promptly soon as reasonably practicable, provided that nothing including such actions or things as any other Party may reasonably request in this section will require the Company order to take cause any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will conditions to such other Party’s obligation to consummate such transactions specified in Article VII to be fully satisfied. Without limiting the generality of the foregoing, the Parties shall (i) give all required notices to third parties and Governmental Entities shall cause their respective directors, officers and any Subsidiaries, and use its their reasonable best efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, and in the case of the Sellers, they shall cause the Company and its Affiliates, employees, agents, attorneys, accountants and representatives to) consult and fully cooperate with and provide reasonable assistance to each other in (a) attempting to obtain all third party necessary Consents, including the Required Consents, or other permission or action by, and governmental consents giving all necessary notices to and approvals that it is required making all necessary filings, meetings or appearances with and applications and submissions to, any Governmental Authority or other Person, (b) attempting to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent lift any permanent or preliminary or permanent injunction or restraining order or other similar order issued or entered by a any Governmental Entity that seeks Authority (an “Injunction”) of any type referred to modifyin Section 7.1(a) in general, delay or prohibit with respect to the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through and the appellate court or body for the relevant jurisdictionTimber SPA. In connection with Notwithstanding the foregoing, each party (y) will promptly notify the other party in writing of no event shall any communication received by that party or its Affiliates from any Governmental Entity, and subject Party be obligated to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary pay any money to ensure that no state takeover statute any Person or similar statute to offer or regulation is or becomes applicable grant any other financial accommodations to the Mergerany Person in connection with its obligations under this Section 6.4, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated except as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required , or (ii) take any action set forth in order to accomplish the foregoing actionsSection 6.6(c).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 6.09), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Minority Offer and the transactions contemplated by this Agreement as promptly as reasonably practicablehereby, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will including (i) give the obtaining of all required notices to third parties and necessary Consents from Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this AgreementEntities, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts the obtaining of all necessary Consents from third parties, and (iii) the execution and delivery of any additional instruments necessary to prevent consummate the Minority Offer and to fully carry out the purposes of this Agreement. The Company and Buyer shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any preliminary information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or permanent injunction or other order by a parties hereto, as the case may be, of any communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by this Agreement Agreement. If the Company or Buyer receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it 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, and, if issued, to appeal permitted by applicable Law and by any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any applicable Governmental Entity, and subject to applicable Law, provide the other party party's counsel with a copy of any such written communication (or written summary of any oral communication), advance notice and (z) not the opportunity to attend and participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning filing made thereto in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereatAgreement. (cb) In connection with and without limiting the foregoingevent that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Minority Offer, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms transaction contemplated by this Agreement Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Buyer and otherwise shall use their reasonable best efforts to minimize contest and resist any such action or eliminate proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Notwithstanding anything in this Agreement to the contrary, none of Buyer or any of its Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall be responsible for ensuring that the Company and its Subsidiaries are sufficiently capitalized as of the Purchaser will each furnish Closing to one another operate Company’s and its Subsidiaries businesses in accordance with applicable regulatory requirements after giving effect to their respective counsel all such information as may be required in order to accomplish the foregoing actionsMajority Share Closing.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement (including Section 5.4(d)), each party will of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions actions, and to do, or cause to be done, all things things, necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Merger, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionMerger. (b) Prior to the Closing Date, each In furtherance and not in limitation of the parties will (i) give all required notices to third parties and Governmental Entities and foregoing, the Company shall use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation Law is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby Merger and (ii) if any such state takeover statute or regulation similar Law becomes applicable heretoto the Merger, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute Law on the Merger. (c) Each of the parties hereto shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or regulation on submission with a Governmental Authority in connection with the Merger and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the Merger, including any proceeding initiated by a private party, and (ii) keep the other transactions contemplated party informed in all material respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, any Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding the Merger. (d) In furtherance and not in limitation of the covenants of the parties contained in this Agreement. The Company and Section 5.4, each of the Purchaser will each furnish parties hereto shall use its reasonable best efforts to one another and to their respective counsel all resolve such information objections, if any, as may be required in order asserted by a Governmental Authority or other Person with respect to accomplish the foregoing actionsMerger.

Reasonable Best Efforts. (a) Subject Each of the Parties agrees to the terms and conditions hereof, each party will use its commercially reasonable best efforts efforts, and to cooperate with each other Party, to take, or cause to be taken, all any actions and to do, or cause to be done, all things necessary, proper appropriate or advisable desirable to consummate the transactions contemplated by this Agreement and make effective, as promptly as reasonably practicable, provided that nothing the Transactions, including the satisfaction of the respective conditions set forth in this section will require Article VIII, and including to execute and deliver such other instruments as may be necessary or reasonably desirable for effecting completely the Company to take any action which would be inconsistent with consummation of the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionTransactions. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and Each Party shall promptly inform the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing Parties of any communication received between such Party and any Governmental Entity regarding the Transactions (and if in writing, furnish the other Parties with a copy of such communication). The Parties and their respective Affiliates shall respond promptly to any request for information or documentary material from any Governmental Entity with respect to the Transactions or required in order to submit an application to any Governmental Entity with respect to the Transactions. To the extent permitted by that party or its Affiliates from applicable Law and except as may be prohibited by any Governmental Entity, and subject to applicable Law, provide each Party shall (i) permit the other party with a copy of any such written communication (or written summary of any oral communication)Parties to review in advance, and consider in good faith the view of the other Parties in connection with, any proposed substantive written or oral communication with any Governmental Entity relating to the Transactions; (zii) not participate in any substantive meeting or discussion telephone or video conference, or have any substantive communication, with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with has given the other party Parties a reasonable opportunity to consult with it in advanceadvance and, and to the extent permitted unless prohibited by such Governmental Entity, give the other party Parties the opportunity to attend and participate thereattherein; (iii) furnish the other Parties’ outside legal counsel with copies of all communications between it and any such Governmental Entity with respect to this Agreement and the Transactions; provided, that material provided pursuant to this Section 7.8(b) (A) may be redacted as necessary (1) to comply with contractual arrangements, (2) to address legal privilege concerns, or (3) to remove references concerning the valuation of the Parties or (B) designated as “outside counsel only,” which materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials; and (iv) furnish the other Parties’ outside legal counsel with such information and reasonable assistance as the other Parties’ outside legal counsel may reasonably request in connection with their preparation of necessary submissions of information to any such Governmental Entity. (c) In connection with and without limiting Notwithstanding the foregoing, the Purchaser nothing in this Section 7.8 or otherwise in this Agreement shall require Buyer or its Affiliates to (and the Company will Acquired Companies shall not, and shall cause their Subsidiaries and Affiliates not to, without Buyer’s prior written consent) offer, propose, negotiate, agree to, commit to, effect or take: (i) take all any action reasonably necessary to ensure that no state takeover statute would prohibit or similar statute limit in any respect, or regulation is place any conditions on, the ownership or becomes applicable to operation by Buyer of any portion of the Mergerbusiness, this Agreement assets, Intellectual Property Rights, categories of assets, relationships, contractual rights, obligations or arrangements of Buyer or any of its Affiliates (including, following the other transactions contemplated hereby and applicable Closing, the Acquired Companies), or compel Buyer to divest, dispose of, hold separate or license any portion of the business, assets, Intellectual Property Rights, categories of assets, relationships, contractual rights, obligations or arrangements of Buyer or any of its Affiliates (including, after the applicable Closing, the Acquired Companies); (ii) if any such statute divestiture or regulation becomes applicable heretohold separate of any business or assets; or (iii) any other remedy, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize commitment, condition or eliminate the effect undertaking of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsany kind.

Reasonable Best Efforts. Each of the Company, Parent and Sub agrees to use its reasonable best efforts to effect the consummation of the Merger as soon as practicable after the date hereof. Without limiting the foregoing, (a) Subject each of the Company, Parent and Sub agrees to the terms and conditions hereof, each party will use its reasonable best efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that may be imposed on itself with respect to the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and promptly furnish information to do, each other in connection with any such requirements imposed upon any of them or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing any of their Subsidiaries in this section will require the Company to take any action which would be inconsistent connection with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. Merger and (b) Prior to the Closing Date, each of the parties will Company, Parent and Sub shall, and shall cause its Subsidiaries to, use its or their reasonable best efforts (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party and governmental consents and approvals that it is Person required to obtain be obtained or made by Parent, Sub, the Company or any of their Subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify permit the other party to review any communication given by it to, and consult with each other in writing advance of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with conference with, any Governmental Entity or, in respect of connection with any filingproceeding by a private party, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the any other party in advancePerson, and to the extent permitted by such Governmental EntityEntity or other Person, give the other party the opportunity to attend and participate thereat. in such meetings and conferences and (ciii) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) to take all action reasonably necessary actions and to ensure that no state takeover statute do or similar statute cause to be done all other things, necessary, proper or regulation is or becomes applicable advisable in order for such party to fulfill and perform its respective obligations in respect of this Agreement, to cause the Merger, this Agreement or any of the other transactions contemplated hereby conditions to their respective obligations set forth in Article VIII to be fulfilled and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary otherwise to ensure that consummate and make effective the Merger and the other transactions contemplated hereby may be consummated hereby. The Company shall provide to Parent such affidavits or certifications as promptly as reasonably practicable on are necessary to exempt the terms transactions contemplated by this Agreement and otherwise to minimize or eliminate from the effect provisions of such statute or regulation on Section 1445 of the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsCode.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will the Company and Parent shall reasonably cooperate with one another and use its (and cause their Subsidiaries to use) their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement Agreement, including (A) preparing and filing as promptly as reasonably practicablepracticable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings, provided and (B) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that nothing in are necessary, proper or advisable to consummate the transactions contemplated by this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionAgreement. (b) Prior In connection with any of the transactions contemplated by this Agreement, to the Closing Dateextent permitted by Applicable Law, and subject to Section 8.01(a), each of Parent and the parties will (i) give all required notices to third parties and Governmental Entities and Company shall use its reasonable best efforts to obtain (i) cooperate in all third party and governmental consents and approvals that it is required to obtain reasonable respects with each other in connection with this Agreementany Filing and in connection with any investigation or other inquiry, the Merger and the other transactions contemplated hereby and including any Proceeding initiated by a private party, (ii) use its reasonable best efforts promptly inform the other party of any Filing or communication received from, or intended to prevent be given to, any preliminary Governmental Authority and of any material communication received or permanent injunction intended to be given in connection with any Proceeding by a private party, and prior to submitting any Filing, substantive written communication, correspondence or other order information or response by such party to any Governmental Authority (or members of the staff of any Governmental Authority) or in connection with any Proceeding by a Governmental Entity that seeks private party, the submitting party shall permit the other party and its counsel the opportunity to modifyreview as reasonably in advance as practicable under the circumstances, delay or prohibit and consider in good faith the consummation comments of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing connection with, any such Filing, communication or inquiry and further each of any communication received by that party or its Affiliates from any Governmental Entity, the Company and subject to applicable Law, provide the Parent shall furnish each other party with a copy of any such Filing, communication or, if in written communication form, inquiry, it or any of its Affiliates makes to or receives from any Governmental Authority or in connection with any Proceeding by a private party and (or written summary iii) consult with each other in advance of any oral communication), and (z) not participate in any substantive meeting or discussion conference with any such Governmental Entity Authority or, in respect of connection with any filingProceeding by a private party, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the any other party in advancePerson, and to the extent permitted by such Governmental Entityreasonably practicable, give the other party the opportunity to attend and participate thereatin such meetings and conferences. (c) In connection with Without limiting the generality of, and in furtherance of, the other provisions of this Section 8.01, each of the parties, as applicable, agrees to prepare and file, as promptly as practicable after the good faith determination by the parties that such a Filing is required, a Notification and Report Form pursuant to the HSR Act. Subject to the terms and conditions set forth in this Agreement, without limiting the foregoinggenerality of the undertakings pursuant to this Section 8.01, the Purchaser and each of the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Mergerand Parent agree to, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated practicable, provide or cause to be provided to each and every U.S. federal or state Governmental Authority with jurisdiction over enforcement of any applicable antitrust, competition or similar Applicable Laws non-privileged information and documents requested by this Agreement and otherwise any such Governmental Authority or that are necessary, proper or advisable to minimize or eliminate the effect permit consummation of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable, including, but not limited to, (i) the preparation and filing of all applicable forms under the HSR Act, (ii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by in this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iii) the satisfaction of all conditions to Closing. Each party shall promptly as reasonably practicableconsult with the other with respect to, provided that nothing provide any necessary information not subject to legal privilege with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionAgreement. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third Each party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and hereto shall promptly inform the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent of any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by in this Agreement and, if issued, to appeal Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in with respect of any filing, investigation or inquiry concerning to the transactions contemplated by in this Agreement unless it consults Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party party, an appropriate response in advance, and to the extent permitted by compliance with such Governmental Entity, give the other party the opportunity to attend and participate thereatrequest. (c) In connection with and without limiting Notwithstanding the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, nothing in this Agreement shall be deemed to require Purchaser to enter into any agreement with any Governmental Entity or to consent to any Order requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its Affiliates over any of the other transactions contemplated hereby and (ii) if any such statute assets, properties or regulation becomes applicable heretobusinesses of Purchaser, take all action reasonably necessary to ensure that its Affiliates, the Merger and Company or the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsPartnership Assets.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 5.10), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will including: (i) give the obtaining of all required notices to third parties necessary Permits, waivers, and actions or nonactions from Governmental Entities and use its reasonable best efforts the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third party parties; and governmental consents (iii) the execution and approvals that it is required delivery of any additional instruments necessary to obtain in connection with this Agreement, consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other transactions in the taking of the actions contemplated hereby by clauses (i), (ii), and (iiiii) use its reasonable best efforts immediately above; and (B) supply the other with any information that may be reasonably required in order to prevent effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by this Agreement Agreement. If the Company, Parent or the Merger Sub receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it 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, and, if issued, to appeal permitted by applicable Law and by any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any applicable Governmental Entity, and subject to applicable Law, provide the other party party’s counsel with a copy of any such written communication (or written summary of any oral communication), advance notice and (z) not the opportunity to attend and participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning filing made thereto in connection with the transactions contemplated by this Agreement unless it consults Agreement. (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company and Parent shall cooperate in all respects with the each other party in advance, and shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the extent permitted transactions contemplated by such Governmental Entity, give the other party the opportunity to attend and participate thereatthis Agreement. (c) In connection Notwithstanding anything to the contrary set forth in this Agreement, none of the Company, Parent or the Merger Sub or any of their respective Subsidiaries shall be required to, and none of the Company, Parent or the Merger Sub may, without the prior written consent of the other parties, become subject to, consent to, or offer or agree to, or otherwise take any action with and without limiting the foregoingrespect to, the Purchaser and the Company will any requirement, condition, limitation, understanding, agreement, or order to: (i) take all action reasonably necessary to ensure that no state takeover statute sell, license, assign, transfer, divest, hold separate, or similar statute otherwise dispose of any assets, business, or regulation is or becomes applicable to portion of business of the MergerCompany, this Agreement the Merger Sub, the Surviving Company, Parent or any of the other transactions contemplated hereby and their respective Subsidiaries; (ii) if any such statute conduct, restrict, operate, invest, or regulation becomes applicable heretootherwise change the assets, take all action reasonably necessary to ensure that business, or portion of business of the Company, the Merger and Sub, the other transactions contemplated hereby may be consummated as promptly as reasonably practicable Surviving Company, Parent or any of their respective Subsidiaries in any manner; or (iii) impose any restriction, requirement, or limitation on the terms contemplated by this Agreement and otherwise to minimize operation of the business or eliminate portion of the effect business of such statute or regulation on the Company, the Merger and Sub, the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to Surviving Company, Parent or any of their respective counsel all such information as may be required Subsidiaries, in order to accomplish each case, not in the foregoing actionsordinary course of business consistent with past practice.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereof, each party will use its reasonable best efforts to take, or cause to be taken, all actions actions, to file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require . Acquiror and the Company shall have the right to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party review in advance, and to the extent permitted by reasonably practicable each will consult the other on, all the information relating to the other and its Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Merger; provided, however, that with respect to documents that one party reasonably believes should not be disclosed to the other party, such Governmental Entity, give party shall instead furnish those documents to counsel for the other party pursuant to a mutually satisfactory confidentiality agreement. In exercising the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoingforegoing right, the Purchaser and each of the Company will (i) take all action and Acquiror shall act reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on practicable. (b) Acquiror and the Company shall promptly respond to any request for additional information pursuant to the HSR Act. Upon the terms contemplated by this Agreement and otherwise subject to minimize or eliminate the effect of such statute or regulation on the Merger provisions hereof, Acquiror and the other transactions contemplated by this Agreement. The Company and the Purchaser will shall each furnish use their reasonable best efforts to one another and to their respective counsel all such information resolve objections, if any, as may be required asserted by any Governmental Entity with respect to the Merger under any antitrust or trade or regulatory laws or regulations of any Governmental Entity, which, in order the case of Acquiror, will include if necessary to accomplish resolve such objections, offering, and agreeing to enter into any necessary agreements, including agreements to sell, license or otherwise dispose of, or hold separate or otherwise divest itself of, all or any portion of Acquiror's businesses or assets or any portion of the foregoing actionsbusinesses or assets of any of its Subsidiaries or any portion of the businesses or assets of the Company or the Company's Subsidiaries. Acquiror shall reasonably consult with the Company with regard to matters covered in this Section 8.1.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement (including Section 5.3(c)), each party will use its reasonable best efforts to prepare and file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Mergers and the other transactions contemplated by this Agreement. Upon the terms and subject to the conditions hereof (including Section 5.3(c)), each party will use its reasonable best efforts to take, or cause to be taken, all actions and actions, to do, or cause to be done, all things necessary, proper or advisable reasonably necessary to satisfy the conditions to Closing set forth herein and to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger Mergers and the other transactions contemplated by this Agreement. The Company . (b) Without limiting the foregoing, but subject to Section 5.3(c), the reasonable best efforts of Anthem and Cigna shall include Anthem and its Affiliates and Cigna and its Affiliates taking any and all actions necessary to avoid each and every impediment under the HSR Act, any Healthcare Law, antitrust law, insurance law or other applicable law that may be asserted by or on behalf of any Governmental Entity with respect to this Agreement, the Mergers and the Purchaser will each furnish other transactions contemplated hereby or that arises under or relates to one another any contracts between either Cigna or Anthem and any Governmental Entity, so as to their respective counsel enable the Closing to occur as promptly as practicable, including any of the following actions requested by or on behalf of any Governmental Entity, or necessary or appropriate to (I) obtain all such information as Necessary Consents; (II) resolve any objections that may be required in order asserted by or on behalf of any Governmental Entity with respect to accomplish the foregoing actions.Mergers and the other transactions contemplated hereby; and

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement (including those contained in this Section 5.10), each party will of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will including: (i) give the obtaining of all required notices to third parties necessary Permits, waivers, and actions or nonactions from Governmental Entities and use its reasonable best efforts the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities; (ii) the obtaining of all necessary consents or waivers from third party parties; and governmental consents (iii) the execution and approvals that it is required delivery of any additional instruments necessary to obtain in connection with this Agreement, consummate the Merger and to fully carry out the purposes of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other transactions in the taking of the actions contemplated hereby by clauses (i), (ii), and (iiiii) use its reasonable best efforts immediately above; and (B) supply the other with any information that may be reasonably required in order to prevent effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by this Agreement Agreement. If the Company, Parent or either of the Merger Subs receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it 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, and, if issued, to appeal permitted by applicable Law and by any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any applicable Governmental Entity, and subject to applicable Law, provide the other party party’s counsel with a copy of any such written communication (or written summary of any oral communication), advance notice and (z) not the opportunity to attend and participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning filing made thereto in connection with the transactions contemplated by this Agreement unless it consults Agreement. (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company and Parent shall cooperate in all respects with the each other party in advance, and shall use their reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the extent permitted transactions contemplated by such Governmental Entity, give the other party the opportunity to attend and participate thereatthis Agreement. (c) In connection Notwithstanding anything to the contrary set forth in this Agreement, none of the Company, Parent or the Merger Subs or any of their respective Subsidiaries shall be required to, and none of the Company, Parent or the Merger Subs may, without the prior written consent of the other parties, become subject to, consent to, or offer or agree to, or otherwise take any action with and without limiting the foregoingrespect to, the Purchaser and the Company will any requirement, condition, limitation, understanding, agreement, or order to: (i) take all action reasonably necessary to ensure that no state takeover statute sell, license, assign, transfer, divest, hold separate, or similar statute otherwise dispose of any assets, business, or regulation is or becomes applicable to portion of business of the MergerCompany, this Agreement the Merger Subs, the Surviving Company, Parent or any of the other transactions contemplated hereby and their respective Subsidiaries; (ii) if any such statute conduct, restrict, operate, invest, or regulation becomes applicable heretootherwise change the assets, take all action reasonably necessary to ensure that business, or portion of business of the Company, the Merger and Subs, the other transactions contemplated hereby may be consummated as promptly as reasonably practicable Surviving Company, Parent or any of their respective Subsidiaries in any manner; or (iii) impose any restriction, requirement, or limitation on the terms contemplated by this Agreement and otherwise to minimize operation of the business or eliminate portion of the effect business of such statute or regulation on the Company, the Merger and Subs, the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to Surviving Company, Parent or any of their respective counsel all such information as may be required in order to accomplish the foregoing actionsSubsidiaries.

Reasonable Best Efforts. (a) Subject to the terms and conditions hereofof this Agreement, each party will of the Company and Parent shall use its reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) 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 consummate and make effective as promptly as practicable the Transactions (including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary Filings (including Filings pursuant to the HSR Act and Filings that may be required by TD Bank in order to be permitted to receive the Merger Consideration) (and, absent the prior written consent of the other party, not withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority and (ii) using reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case, such different standard shall apply) to obtain all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdictionTransactions). In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to To the extent permitted by such Applicable Law, the Company and Parent shall deliver as promptly as practicable to the appropriate Governmental Entity, give the other party the opportunity to attend Authorities any additional information and participate thereat. (c) In documentary material that may be requested by any Governmental Authority in connection with and without the Transactions. Without limiting the foregoing, the Purchaser and none of the Company will (i) take all action reasonably necessary or Parent or their respective controlled Affiliates shall extend any waiting period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority not to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to consummate the MergerTransactions, this Agreement or any except with the prior written consent of the other transactions contemplated hereby and party (ii) if any such statute which shall not be unreasonably withheld, conditioned or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsdelayed).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each party will of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated in this Agreement as promptly as practicable, including, but not limited to, (i) the preparation and filing of all applicable forms under the HSR Act, (ii) the preparation and filing of all other forms, registrations and notices required to be filed to consummate the transactions contemplated by in this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iii) the satisfaction of all conditions to Closing. Each party shall promptly as reasonably practicableconsult with the other with respect to, provided that nothing provide any necessary information not subject to legal privilege with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the transactions contemplated in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionAgreement. (b) Prior to the Closing Date, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third Each party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and hereto shall promptly inform the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent of any preliminary or permanent injunction or other order by a communication from any Governmental Entity that seeks to modify, delay or prohibit the consummation regarding any of the transactions contemplated by in this Agreement and, if issued, to appeal Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in with respect of any filing, investigation or inquiry concerning to the transactions contemplated by in this Agreement unless it consults Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party party, an appropriate response in advance, and to the extent permitted by compliance with such Governmental Entity, give the other party the opportunity to attend and participate thereatrequest. (c) In connection with and without limiting Notwithstanding the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, nothing in this Agreement shall be deemed to require Purchaser to enter into any agreement with any Governmental Entity or to consent to any Order requiring Purchaser to hold separate or divest, or to restrict the dominion or control of Purchaser or any of its Affiliates over any of the other transactions contemplated hereby and (ii) if any such statute assets, properties or regulation becomes applicable heretobusinesses of Purchaser, take all action reasonably necessary to ensure that its Affiliates or the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsCompany.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, each party Parent and Merger Sub, on the one hand, and the Company, on the other hand, will use its reasonable best efforts to take, take (or cause to be taken) all actions, all actions and to do, do (or cause to be done), and assist and cooperate with the other party or parties hereto in doing, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law or otherwise to consummate and make effective, in the absence of this section. (b) Prior to most expeditious manner practicable, the Closing DateMerger, each of the parties will including: (i) give all required notices using their respective reasonable best efforts to third parties and Governmental Entities and use its cause the conditions to the Merger set forth in Article 6 (Conditions to the Merger) to be satisfied; (ii) using their respective reasonable best efforts to obtain all third party actions or nonactions, consents, waivers, approvals, orders and governmental consents authorizations from Governmental Authorities, give all notices to Governmental Authorities, and make all registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Merger; and (iii) using their respective commercially reasonable efforts to obtain all consents, waivers and approvals that it is required to obtain under any Company Material Contracts in connection with this Agreement, the Merger Agreement and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated Merger so as to maintain and preserve the benefits under such Company Material Contracts as of the consummation of the Merger; provided, however, that unless otherwise directed by this Agreement andParent (which direction will not require payment to be made until at or after the Effective Time), if issuedthe Company will not be required to pay any consent fee, “profit sharing” payment or other consideration (including increased rent payments), or provide additional security (including a guaranty) to appeal any Third Party as a condition to receipt of any consent, waiver or approval from any party to any such injunction or order through the appellate court or body for the relevant jurisdictionCompany Material Contract. In connection with addition to the foregoing, each party (y) will promptly notify neither Parent or Merger Sub, on the one hand, nor the Company, on the other party in writing of hand, will take any communication received by action, or fail to take any action, that party is intended to, or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication has (or written summary of any oral communication)would reasonably be expected to have) the effect of, and (z) not participate in any substantive meeting preventing, impairing, delaying or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning otherwise adversely affecting the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any consummation of the other transactions contemplated hereby and (ii) if any such statute Merger or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect ability of such statute or regulation on the Merger and the other transactions contemplated by party to fully perform its obligations under this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actions.

Reasonable Best Efforts. (a) Subject to the terms Each of Seller and conditions hereof, each party will Buyer shall cooperate and use its reasonable best efforts to takeeffect the Transaction as promptly as practicable, including securing or cause giving as promptly as practicable all consents, approvals, waivers, authorizations and notices required to be takenobtained or given by it from or to any Government Entity or Self-Regulatory Organization in connection with the consummation of the Transaction. Without limiting the generality of the foregoing, each of Buyer and Seller shall use reasonable best efforts to: (i) promptly make all actions filings and to dosubmissions required by any Laws and promptly file any additional information requested as soon as practicable after receipt of such request therefor, (ii) lift or cause to be done, all things necessary, proper rescind as promptly as practicable any injunction or advisable restraining order or other Order adversely affecting the ability of the parties hereto to consummate the transactions contemplated Transaction, (iii) cause Xxxxx XX and, as the case may be, Bache Holdings HK, to provide such information regarding Xxxxx XX and its activities on a timely basis as may be reasonably necessary to prepare, and respond to any follow-up requests by this Agreement the SFC in connection with, the application to the SFC by Buyer or its Affiliates for approval as promptly as reasonably practicablea substantial shareholder, provided that nothing and (iv) fulfill all of the conditions to such party’s obligations to consummate the Transaction set forth in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this sectionARTICLE VI. (b) Prior Seller and Buyer shall cooperate with each other and shall, subject to Applicable Local Law, furnish to the Closing Date, each of the parties will (i) give other party all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain information necessary or desirable in connection with this Agreementmaking any filing under the HSR Act and any application, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction notification or other order filing to be made pursuant to any other competition or foreign investment or other regulatory Law, and in connection with resolving any investigation or other inquiry by a Governmental any Government Entity that seeks under any Laws with respect to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement andTransaction. Each of the parties shall, if issuedsubject to Applicable Local Law, to appeal promptly inform the other party of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such injunction or order through filings. From the appellate court or body for date hereof to the relevant jurisdiction. In connection with the foregoingClosing, each party (y) agrees that it will promptly notify use reasonable commercial efforts to keep the other party in writing of any communication received by that party or its Affiliates from any Governmental Entityfully informed with respect to all applications, filings and subject to applicable Lawdevelopments related thereto, provide and, give the other party with a copy reasonable advance notice of any such written communication (meetings or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion discussions held with any Governmental Government Entity in respect of any filingsuch filings, investigation applications and developments related thereto, and the opportunity to participate therein. From the date hereof to the Closing, Seller and Buyer shall, subject to Applicable Local Law, consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or inquiry concerning the transactions contemplated submitted by this Agreement unless it consults with or on behalf of the other party hereto in advanceconnection with all meetings, actions and proceedings under or relating to the extent permitted HSR Act, other competition Laws or other Laws (including, with respect to making a particular filing other than the HSR Act filing, by providing copies of all such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable documents to the Mergernon-filing party and its advisors prior to filing and, this Agreement if requested, giving due consideration to all reasonable additions, deletions or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable heretochanges suggested in connection therewith, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby which documents may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise restricted to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another and to their respective counsel all such information as may be required in order to accomplish the foregoing actionsoutside counsel).

Reasonable Best Efforts. (a) Subject to Upon the terms and conditions hereofsubject to the provisions of this Agreement, each party of the Parties will use its respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective in the most expeditious manner possible, and prior to the Outside Date, the Transactions, including (i) the preparation and filing of all forms, registrations and notices required to be filed with any Governmental Entity to consummate the transactions Transactions, (ii) the satisfaction of all of the conditions to consummating the Transactions, (iii) taking all actions necessary to obtain (and to cooperate with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any Governmental Entity (which actions will include furnishing all information required under applicable Antitrust Laws or applicable FDI Laws and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by the Parties or any of their respective Subsidiaries or Affiliates to complete the Transactions or the taking of any action contemplated by this Agreement as promptly as reasonably practicableAgreement, provided that nothing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. Additionally, the Parties will use their reasonable best efforts to fulfill all conditions precedent to the Merger in this section the most expeditious manner possible and will require the Company to not take any action which after the Agreement Date that would reasonably be inconsistent with expected to, and actually does, materially delay the fiduciary duties of its Board of Directors as such duties would exist under applicable Law obtaining of, or result in the absence of this sectionnot obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. (b) Prior The Parties will promptly consult with each other with respect to and, to the Closing Dateextent permitted by applicable Law, promptly provide each other any relevant information with respect to (and, in the case of correspondence, provide each other (or their counsel) copies of), and keep each other apprised of the parties status of, all filings made by such Party with any Governmental Entity or any other information supplied (except with respect to any disclosure or communication that relates to a Takeover Proposal or a Change in Recommendation), by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transactions; provided, however, that the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided under this Section 6.3 as “Antitrust Counsel Only Material.” Such materials designated “Antitrust Counsel Only Material” and the information contained therein will be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the Party that provided the materials or its legal counsel. Anything to the contrary contained in this Section 6.3 notwithstanding, materials provided pursuant to this Section 6.3 may be redacted (i) give all required notices to third parties remove references concerning the valuation of Parent, the Company and the Merger and other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns. Each Party will promptly inform the other Parties of any communication received by it from any Governmental Entities and Entity regarding any of the Transactions. If any Party or any Representative of such Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transactions, then such Party will use its reasonable best efforts to obtain all third party make, or cause to be made, promptly and, to the extent permitted by Law, after consultation with the other Parties and governmental consents and approvals permitting counsel to the other Parties reasonable opportunity to review in advance, an appropriate response in compliance with such request. Each Party agrees that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion discussion, either in person or by telephone, with any Governmental Entity in respect connection with the performance of any filing, investigation or inquiry concerning the transactions contemplated by its obligations pursuant to this Agreement Section 6.3 unless it consults with the other party Party in advanceadvance and, and to the extent permitted not prohibited by such Governmental Entity, give gives the other party Party the opportunity to attend and participate thereatparticipate. Notwithstanding anything to the contrary in this Section 6.3 or in any other provision of this Agreement, Parent will consult with the Company prior to taking any material substantive position in any written submissions or, to the extent practicable, discussions with any Governmental Entity. (c) In connection with and without limiting the foregoingThe Parties will use reasonable best efforts to file, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable, any filings and/or notifications under applicable Antitrust Laws or applicable FDI Laws, and in each case, if applicable, requesting early termination of any waiting period with respect to the Transactions, and to file as soon as practicable on any other applicable notifications or other forms and documentation necessary to obtain any consents, clearances or approvals under or in connection with any applicable Antitrust Law or applicable FDI Laws or in connection with the terms contemplated approval or authorization of or filings with any Governmental Entity required to be obtained or made by this Agreement and otherwise to minimize the Parent Parties, the Company or eliminate any of their respective Affiliates in connection with the effect Transactions or the taking of such statute or regulation on the Merger and the other transactions any action contemplated by this Agreement. The Notwithstanding anything to the contrary set forth in this Agreement, the Parent Parties will, and will cause their controlled Affiliates to, take any and all actions required to obtain all required approvals under any applicable Antitrust Laws and FDI Laws, provided, that nothing in this Section 6.3 or elsewhere in this Agreement shall require the proposal, negotiation and acceptance of (i) any and all divestitures of businesses or assets, (ii) any agreement to hold any assets of the Company and or any of the Purchaser will each furnish Subsidiaries of the Company separate, (iii) any agreement to one another and license any portion of any business, (iv) any limitation to or modification of any businesses, services or operations, or (v) any other action that limits the Parent’s freedom of action, ownership or control with respect to, or ability to retain or hold, any of their respective counsel all such information as may be required in order to accomplish businesses, assets, product lines, properties or services or, following the foregoing actionsClosing, of the Company or any of its Subsidiaries.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions hereofset forth in this Agreement, each party will of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the transactions contemplated by this Agreement as promptly as reasonably most expeditious manner practicable, provided that nothing in this section will require the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence of this section. (b) Prior to the Closing DateOffer, each of the parties will (i) give all required notices to third parties and Governmental Entities and use its reasonable best efforts to obtain all third party and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit the consummation of the transactions contemplated by this Agreement and, if issued, to appeal any such injunction or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (c) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company Buyer, MergerCo and the Purchaser Company will each furnish to use their reasonable best efforts and cooperate with one another (i) in promptly determining whether any filings are required to be made or consents, approvals, waivers, licenses, Permits or authorizations are required to be obtained (or, which if not obtained, would result in a breach or violation, or an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties, including parties to loan agreements or other debt instruments, in connection with the transactions contemplated by this Agreement, including the Offer, the Merger and to their respective counsel all (ii) in promptly making any such filings, in furnishing information as may be required in order connection therewith and in timely seeking to accomplish obtain any such consents, approvals, permits or authorizations. Notwithstanding the foregoing actionsforegoing, or any other covenant herein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of its Subsidiaries shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of its Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries, without MergerCo's prior written consent.

Reasonable Best Efforts. (a) Subject to On the terms and subject to the conditions hereofof this Agreement, each party will of Seller and Purchaser shall use its reasonable best efforts to takecause the Closing to occur, including taking all actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its affiliates with respect to the Closing. Without limiting the requirements for Closing set forth in Section 1.07 or the provisions set forth in Article VII, each party shall use its reasonable best efforts to cause the Closing to occur on or prior to the Termination Date. Seller and Purchaser shall not, and shall not permit any of their respective affiliates to, take any actions that would, or that could reasonably be expected to, result in any of the conditions set forth in Article VII not being satisfied. (b) Each party shall use its reasonable best efforts to have any restraint or prohibition of the type described in Section 7.01(b) terminated as promptly as practicable. (c) Without limiting Section 5.04(a), Purchaser and Seller shall use their reasonable best efforts to obtain, or to cause to be obtained, any Permit or Environmental Permit for Purchaser needed to replace any permit used by a Seller in connection with the Business that is not a Transferred Permit pursuant to Section 1.02(a)(vii); provided, that no party shall be obligated to pay any consideration to any third party or Governmental Entity from whom such Permits or Environmental Permits are requested under this Section 5.04(c). (d) Each of Seller and Purchaser shall (i) file or cause to be takenfiled as promptly as practicable, but in no event later than 20 business days following the execution and delivery of this Agreement, with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) all actions notification and to do, or cause to report forms that may be done, all things necessary, proper or advisable to consummate required for the transactions contemplated by this Agreement and the Ancillary Agreements and any supplemental information requested in connection therewith pursuant to the HSR Act, and (ii) make such other filings and any similar required notification under the laws of any foreign jurisdiction as promptly as reasonably practicable, provided that nothing but in this section will require no event later than 20 business days following the Company to take any action which would be inconsistent with the fiduciary duties of its Board of Directors as such duties would exist under applicable Law in the absence execution and delivery of this section. (b) Prior Agreement, as are necessary under the Antitrust Laws and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Neither party shall include in any such filing, notification or report form referred to the Closing Date, each of the parties will in clauses (i) give all required notices and (ii) of the immediately preceding sentence a request for early termination or acceleration of any applicable waiting periods without the prior written consent of the other party. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act and other Antitrust Laws. Seller and Purchaser each shall furnish to third parties the other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and other Antitrust Laws. Seller and Purchaser each shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other applicable Governmental Entities Entity and shall comply with any such inquiry or request as promptly as practicable. Each party shall use its reasonable best efforts to obtain all third party clearance required under the HSR Act and governmental consents and approvals that it is required to obtain in connection with this Agreement, the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to prevent any preliminary or permanent injunction or other order by a Governmental Entity that seeks to modify, delay or prohibit Antitrust Laws for the consummation of the transactions contemplated by this Agreement andand the Ancillary Agreements as promptly as practicable. (e) Seller and Purchaser shall use their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable. Seller and Purchaser shall not extend, if issueddirectly or indirectly, to appeal any such injunction waiting period or order through the appellate court or body for the relevant jurisdiction. In connection with the foregoing, each party (y) will promptly notify the other party in writing of enter into any communication received by that party or its Affiliates from any Governmental Entity, and subject to applicable Law, provide the other party agreement with a copy of any such written communication (or written summary of any oral communication), and (z) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filing, investigation to delay or inquiry concerning not to consummate the transactions contemplated by this Agreement unless it consults and the Ancillary Agreements to be consummated on the Closing Date, except with the prior written consent of the other party in advance, and hereto. If any Antitrust Proceeding is instituted (or threatened to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat. (cbe instituted) In connection with and without limiting the foregoing, the Purchaser and the Company will (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or challenging any of the other transactions contemplated hereby and (ii) if any such statute or regulation becomes applicable hereto, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise the Ancillary Agreements under any Antitrust Law, Seller and Purchaser shall use their reasonable best efforts to minimize or eliminate the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. The Company and the Purchaser will each furnish to one another resolve (and to avoid the institution of) any such Antitrust Proceeding. If, notwithstanding such reasonable best efforts, any such Antitrust Proceeding is instituted, Seller and Purchaser shall further use their respective counsel reasonable best efforts to contest such Antitrust Proceeding until each such Antitrust Proceeding is resolved pursuant to a settlement or a final nonappealable court order. (f) For purposes of this Section 5.04, reasonable best efforts of the parties shall not include any requirement of the parties to offer or grant any accommodation (financial or otherwise) to any third party or Governmental Entity (other than nominal application and filing fees) or divest any of the assets or businesses of any party. (g) Prior to the Closing, each party shall, and shall cause its affiliates to, use its reasonable best efforts (at its own expense) to obtain, and to cooperate in obtaining, all consents from third parties necessary or appropriate to permit the consummation of the Acquisition; provided, however, that the parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any person from whom any such information as consent may be required in order to accomplish the foregoing actions(other than nominal filing or application fees).