Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. (a) Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to, and shall use its their respective reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) 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 parties in doing, all things necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date hereof and, other than in the case of this Agreementclause (iv) below, in no event later than the End Date, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any), (ii) takethe delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that the Company shall not be obligated to make any payment or commercial concession to any Third Party, or cause incur any liability, as a condition to be taken(or in connection with) obtaining any such consent or waiver, all actions consistent with this Section 5.5(a) necessary to cause unless such payment, concession or liability is requested by Parent and is conditioned and effective only upon the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this AgreementClosing), (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of any additional instruments necessary to consummate the Mergers and to fully carry out the purposes of this Agreement and (iv) the consummation preparation and timely filing of any reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed filing of a Current Report on Form 8-K by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with following the consummation of the OfferMergers to include financial statements of the Company and other financial information (including pro forma financial information) in compliance with Regulation S-X promulgated by the SEC. (b) In furtherance and not in limitation of the foregoing, each of the Merger Company (and its Affiliates, if applicable) and Parent (and its Affiliates, if applicable) shall: (i) promptly, but in no event later than 10 Business Days after the date hereof (or in the event that the relevant Governmental Authority has suspended its acceptance of filings under the HSR Act for any of reason, five Business Days after the Governmental Authority resumes normal operating procedures), file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Mergers and the other transactions contemplated by this Agreement Agreement; provided that if there are any changes in the applicable regulations under the HSR Act between the date hereof and the date of filing pursuant to the HSR Act, then the Company and Parent shall use reasonable best efforts to file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter; (zii) seeking any such actionsas promptly as reasonably practicable, but in no event later than 20 Business Days after the date hereof, make all filings necessary to timely obtain all consents, approvals permits, authorizations, waivers, clearances and approvals, and shall cause the expiration or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations termination of any applicable Law waiting periods, as may be required under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.10(b) of the Company Disclosure Schedule (to the extent required or advisable); and (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Authority under applicable Antitrust Laws or Foreign Investment Laws in connection with the OfferMergers and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with a request for additional information in order to commence or end a statutory waiting period. Parent shall pay all filing fees under the Merger HSR Act and other applicable Antitrust Laws or Foreign Investment Laws, and the Company shall not be required to pay any of filing fees to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws, in connection with the Mergers or the other transactions contemplated by this Agreement. (bc) At Parent’s requestWithout limiting the generality of anything contained in this Section 6.10, the Company each party hereto shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their use reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or to: (i) give the other Contracts in connection with consummation parties prompt notice of the Offermaking or commencement of any substantive request, inquiry or Proceeding by any Governmental Authority with respect to the Merger or any of Mergers and the other transactions contemplated by this Agreement. The Company shall coordinate ; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry or Proceeding; (iii) promptly inform the other parties of any substantive communication to or from the FTC, DOJ or any other Governmental Authority to the extent regarding the Mergers and cooperate the other transactions contemplated by this Agreement, or regarding any such request, inquiry or Proceeding, and provide a copy of all substantive written communications; and (iv) in the case of Parent, pull and re-file any notice under the HSR Act only after consulting in good faith with Parent in determining whether any actions, consents, approvals or waivers are required and the consent of the other party (such consent not to be obtained from parties unreasonably withheld, conditioned or delayed). Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the material information relating to Parent or the Company, as the case may be, and any Company Material Contracts of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with consummation of the Offer, the Merger or any of Mergers and the other transactions contemplated by this Agreement and seeking shall consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; provided, however, that either party may limit access to information solely to those individuals acting as outside antitrust counsel for the other parties (provided that such counsel shall not disclose such information to such other parties and shall enter into a joint defense agreement with the providing party) and that neither party shall be required to provide the other party or their counsel access to its filing(s) contemplated in Section 6.10(b). In addition, except as may be prohibited by any such actionsGovernmental Authority or by any Applicable Law, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consentsrequest, approvals inquiry or waivers without the prior written consent of Parent. (c) Parent shall, on behalf Proceeding in respect of the PartiesMergers and the other transactions contemplated by this Agreement, control each party hereto will permit authorized Representatives of the other party to be present at each substantive meeting or conference relating to such request, inquiry or Proceeding and lead all communications to have access to and be consulted in connection with any substantive document, opinion or proposal made or submitted to any Governmental Entity relating Authority in connection with such request, inquiry or Proceeding. Any disclosures, rights to antitrust participate or provisions of information by one party to the other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with under this Section 5.5. In furtherance 6.10(c) may be made on a counsel-only basis and not in limitation of redacted for legal privilege to the foregoing, Parent shall consult with extent required under applicable Law or to remove references concerning the Company and consider in good faith the views valuation of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that confidential competitively sensitive business information of the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will controlCompany. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect Pxxxxx agrees to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) take promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under any antitrust or competition Law the Antitrust Laws that may be asserted required by any Governmental Entity or any other Person Authority, so as to enable the Parties parties hereto to consummate the Offer, the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but and in any event not no later than the Outside End Date), including proposing(i) committing to or effecting, negotiatingby consent decree, effecting hold separate order, trust, or otherwise, the sale, divestiture, license, transfer, assignment or other disposition of assets or businesses of the Company or its Subsidiaries and agreeing tocontrolled Affiliates, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of the Company or its Subsidiaries and controlled Affiliates and (iii) creating or consenting to create or enter into any agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an Order or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company; provided, however, that any such action must be conditioned upon consummation of the Mergers and the other transactions contemplated by this Agreement) (each action contemplated by clauses (i) through (iii) a “Specified Action”); provided, further, that notwithstanding anything to the contrary in this Agreement (including pursuant to this Section 6.10(d)), none of Parent, Acquirer, Merger Sub, Merger Sub II or any other Affiliate of Parent shall be required to take any actions (including any Specified Actions) or propose, negotiate, offer to commit or agree to any restrictions, conditions, restraints or concessions (including any Specified Actions) that would result in a Burdensome Condition, and none of the Company or any of its Subsidiaries shall take any actions (including any Specified Actions) or propose, negotiate, offer to commit or agree to any restrictions, conditions, restraints or concessions (including any Specified Actions) that would result in a Burdensome Condition without the prior written consent of Parent. Parent and the Company shall cooperate in good faith in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any saleand all Specified Actions (other than any Specified Action that would result in the imposition of a Burdensome Condition) as may be required to resolve any Governmental Authority’s objections to the Mergers and the other transactions contemplated by this Agreement. (e) Subject to Section 6.10(d), divestiture, license, holding separate or in the event that any Proceeding is commenced challenging the Mergers and the other similar arrangement with respect totransactions contemplated by this Agreement and such Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers and the other disposition transactions contemplated by this Agreement, each of or restriction on, any or all of Parent’s or the Company’s respective businesses, product linesParent, divisions Acquirer, Merger Sub and Merger Sub II shall use reasonable best efforts to cooperate with each other to contest any such Proceeding and to have vacated, lifted, reversed or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, overturned any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunctioninjunction or other Order, temporary restraining order whether temporary, preliminary or any other order permanent, that is in any suit effect and that prohibits, prevents or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction restricts consummation of the Offer conditions Mergers and the other transactions contemplated by this Agreement, which reasonable best efforts shall not, for the Outside Date. The Company shall agree ifavoidance of doubt, but solely ifinclude proposing, requested by Parent so as negotiating, offering to permit the expiration commit or termination of the applicable waiting periods under the HSR Act or the receipt of agreeing to commit any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions Specified Action that would result in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective TimeBurdensome Condition. (f) Parent None of Parent, Acquirer, Merger Sub or Merger Sub II shall, nor shall not, and it shall cause its they permit any of their respective Subsidiaries not or controlled Affiliates to, directly or indirectly, acquire, purchase, lease or license (acquire or agree to acquireacquire any rights, purchaseassets, lease business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so such acquisition would reasonably be expected to: to (ix) impose any material delay in the obtaining of, or materially increase the risk of not obtainingobtaining any applicable clearance, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offerapproval, the Merger and the other transactions contemplated by this Agreement or the waiver, waiting period expiration or termination of any applicable waiting period under applicable Law; termination, non-action or other authorization, (iiy) materially increase the risk of any Governmental Entity Authority entering any judgment, decree, injunction or other order an Order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each or (z) materially delay the consummation of the transactions contemplated by this Agreement to a date after the End Date. (g) Parent and the Company shallshall jointly (i) direct, devise and implement the strategy for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take in connection with all actions, meetings and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist communications (including any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturnednegotiations) with, any decree, judgment, injunction Governmental Authority that has authority to enforce any Antitrust Law and (ii) control the defense and settlement of any Proceeding brought by or other order, whether temporary, preliminary or permanent, before any Governmental Authority that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or has authority to enforce any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoingAntitrust Law; provided that, in the event that any such litigation, of a dispute regarding the appropriate course of action or proceeding is commenced against Parent or regarding the Company (foregoing or any matter contemplated by this Section 6.10, Parent shall be entitled to make the final determination after considering in good faith the view of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, each of the Company, Parent and Merger Sub shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement to be consummated as promptly as reasonably practicable after on the date of this Agreementterms and subject to the conditions hereof. Without limiting the foregoing, (iii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate use its reasonable best efforts: (A) to make promptly any required submissions under the HSR Act with respect to this Agreement, the Merger and the other Parties transactions contemplated hereby; (B) to furnish information required in connection with such submissions under the HSR Act; (xC) preparing and filing to keep the Offer Documentsother parties reasonably informed with respect to the status of any such submissions under the HSR Act, including with respect to: (1) the receipt of any non-action, action, clearance, consent, approval or waiver, (2) the expiration of any waiting period, (3) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under the HSR Act, the Schedule 14D-9 Federal Trade Commission Act (the “FTC Act”), the Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) or the Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) (HSR Act, FTC Act, Xxxxxxx Act and Xxxxxxx Act, collectively “Antitrust Law”) and (4) the nature and status of any Other Filingsobjections raised or proposed or threatened to be raised under the HSR Act, (y) determining whether any action by FTC Act, Xxxxxxx Act or in Xxxxxxx Act with respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offerto this Agreement, the Merger or any of the other transactions contemplated by this Agreement hereby; and (zD) seeking any such to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals or waivers or making from any such filings. The CompanyGovernmental Entity and (ii) Parent, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give shall: (A) cooperate with one another in promptly determining whether any filings are required to be made or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals approvals, permits or waivers authorizations are required to be obtained under Company Material Contracts any other supranational, national, federal, state, foreign or other Contracts in connection with consummation of the Offer, the Merger local Law or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining regulation or whether any actions, consents, approvals or waivers are required to be obtained from other parties to any Company Material loan agreements or other Contracts related to the Company’s business in connection with consummation of the Offerthis Agreement, the Merger or any the consummation of the other transactions contemplated by this Agreement hereby; (B) cooperate with one another in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such actionsconsents, consentspermits, authorizations, approvals or waivers; and (C) not to enter into any transaction prior to the Share Acceptance Time that would reasonably be expected to materially increase the risk of not obtaining the applicable clearance, approval or waiver under the Antitrust Laws with respect to the transactions contemplated by this Agreement. (b) The Company, Parent and Merger Sub shall: (i) promptly notify the others of, and if in writing, furnish the outside legal counsel for the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication to such Person from a Governmental Entity and permit the others to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed written communication to a Governmental Entity; provided that materials may be redacted (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; and (ii) keep the others reasonably informed of any developments, meetings or discussions with any Governmental Entity in respect of any filings, investigation, or inquiry concerning the Merger. Notwithstanding No party to this Agreement shall participate in or agree to participate in any substantive meeting, telephone call or discussion with any Governmental Entity in respect of any filings, investigation (including any settlement of the foregoinginvestigation), neither litigation or other inquiry relating to such matters unless it consults with the Company nor any Company Subsidiaries shall pay any consideration other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate in such meeting, telephone call or make any agreements or commitments discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any such consentsapplicable waiting periods, approvals or waivers without including under the prior written consent of ParentHSR Act. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of if any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity objections are asserted with respect to the Offertransactions contemplated hereby under the HSR Act, the Merger FTC Act, Xxxxxxx Act, Xxxxxxx Act or if any investigation, litigation or other administrative or judicial action or proceeding is commenced or proposed or threatened to be commenced challenging any of the other transactions contemplated by this Agreementhereby as violative of the HSR Act, (ii) keep FTC Act, Xxxxxxx Act or Xxxxxxx Act or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of the Company, Parent and Merger Sub shall use its reasonable best efforts to resolve, and to cooperate and assist the other Parties informed as to the status of parties in resolving, any such requestobjections, inquiry, investigationinvestigation or litigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, make such proposals and take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person such actions so as to enable the Parties to consummate the Offer, permit the Merger and the other transactions contemplated by this Agreement to be consummated as soon promptly as practicable after the date of this Agreement (but practicable, and in any event not later than prior to the Outside Date, in accordance with applicable Law (including the Antitrust Laws), including proposingmaking proposals, negotiating, effecting executing and carrying out agreements and submitting to orders providing for divesting (or agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition to divest) assets of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, Company and taking such action or actions its Subsidiaries that would not, individually or in the aggregate have aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a similar effectwhole. (d) Each party to this Agreement shall (i) subject to Section 6.03(c) above, including agreeing respond as promptly as reasonably practicable to change any inquiries or modify, requests for additional information and changing or modifying, documentary material received from any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action Governmental Entity in connection with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as matters related to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; , (ii) not extend any waiting period or agree to refile under the HSR Act (except with the prior written consent of the other party hereto) and (iii) materially increase not enter into any agreement with any Governmental Entity agreeing not to consummate the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (ge) In furtherance and not Notwithstanding anything in limitation of this Agreement to the foregoingcontrary, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanentpermanent (each, that a “Proceeding”) is in effect instituted, or threatened to be instituted challenging any of the transactions contemplated hereby as violative of any Antitrust Law and that restrictssuch Proceeding seeks to prevent, prevents, prohibits, impedes materially impede or would have the effect of delaying materially delay the consummation of the Offer, the Merger or any of the other transactions contemplated transaction completed by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation each of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may beParent and Merger Sub shall cooperate with each other and use its respective reasonable best efforts to avoid, threatened vacate, modify, or reasonably foreseeablesuspend each such Proceeding, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such including through litigation, action or proceedingunless, and by agreement, the status thereof, Parties determine that litigation is not in their respective best interests; provided, however, except as expressly provided for in Section 6.03(c), that neither Parent nor and Merger Sub shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent or any of its Affiliates or the Company or any of its Subsidiaries, (ii) the imposition of any limitation or regulation on the ability of Parent or any of its Affiliates to freely conduct their business or own such assets, or (iii) the holding separate of the shares of the Company or any limitation or regulation on the ability of Parent or any of its Affiliates to exercise full rights of ownership of the shares of Company. Nothing in this Section 6.03 shall be required limit a party’s right to disclose any information terminate this Agreement pursuant to Section 8.01(b)(i) if such disclosure wouldparty has, until such date, complied in the opinion of all material respects with its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementobligations under this Section 6.03. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to, and shall use its their respective reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) 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 parties in doing, all things necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date hereof and in no event later than the End Date, including (i) the obtaining of this Agreementall necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any), (ii) takethe delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided that the Company shall not be obligated to make any payment or commercial concession to any Third Party, or incur any liability, as a condition to (or in connection with) obtaining any such consent or waiver, unless such payment, concession or liability is requested by Parent and is conditioned and effective only upon the Closing), 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. Notwithstanding anything to the contrary set forth in this Agreement, Parent’s and Merger Sub’s obligations under this Agreement (including this Section 6.12) are subject to, and the parties hereto agree to, the terms and conditions set forth on Section 6.12(a) of the Parent Disclosure Schedule, and Parent and Merger Sub shall not be in breach of this Agreement to the extent Parent or Merger Sub relies on or acts in accordance with the limitations set forth in Section 6.12(a) of the Parent Disclosure Schedule. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than ten (10) Business Days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement; provided that if there are any changes in the applicable regulations under the HSR Act between the date hereof and the date of filing pursuant to the HSR Act, then the Company and Parent shall use reasonable best efforts to file or cause to be takenfiled any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter; (ii) except as otherwise set forth in Section 6.12(b) of the Company Disclosure Schedule, promptly, but in no event later than twenty (20) Business Days after the date hereof, make all actions consistent with this Section 5.5(a) filings necessary to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and shall cause the expiration or termination of the any applicable waiting period periods, as may be required under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 7.01(c) of the Company Disclosure Schedule (to the extent required or advisable); and (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any other Governmental Entity (including those Authority under applicable Antitrust Laws or Foreign Investment Laws in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution Merger and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking Agreement, as well as any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required to be submitted to comply with a request for additional information in order to commence or end a statutory waiting period. Parent shall pay all filing fees under the HSR Act and other applicable Antitrust Laws or Foreign Investment Laws, and the Company shall not be required to pay any application fees or other filing payments to any Governmental Authority in connection with any filings under the rules and regulations of any HSR Act or such other filings as may be required under applicable Law Antitrust Laws, in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (bc) At Parent’s requestWithout limiting the generality of anything contained in this Section 6.12, the Company each party hereto shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their use reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or to: (i) give the other Contracts in connection with consummation parties prompt notice of the Offermaking or commencement of any substantive request, inquiry or Proceeding by any Governmental Authority with respect to the Merger or any of and the other transactions contemplated by this Agreement; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry or Proceeding; (iii) promptly inform the other parties of any substantive communication to or from the FTC, DOJ or any other Governmental Authority to the extent regarding the Merger and the other transactions contemplated by this Agreement, or regarding any such request, inquiry or Proceeding, and provide a copy of all substantive written communications; and (iv) in the case of Parent, pull and re-file any notice under the HSR Act only after consulting in good faith with the other party. The Company shall coordinate Subject to Applicable Law, in advance and cooperate with to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in determining whether any actionsfiling made with, consentsor written materials submitted to, approvals or waivers are required to be obtained from parties to any Company Material Contracts third party and/or any Governmental Authority in connection with consummation of the Offer, the Merger or any of and the other transactions contemplated by this Agreement and seeking shall consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; provided, however, that either party may limit access to information solely to those individuals acting as outside antitrust counsel for the other parties (provided that such counsel shall not disclose such information to such other parties and shall enter into a joint defense agreement with the providing party). In addition, except as may be prohibited by any such actionsGovernmental Authority or by any Applicable Law, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consentsrequest, approvals inquiry or waivers without the prior written consent of Parent. (c) Parent shall, on behalf Proceeding in respect of the PartiesMerger and the other transactions contemplated by this Agreement, control and lead all communications with any Governmental Entity each party hereto will permit authorized Representatives of the other party to be present at each substantive meeting or conference relating to antitrust such request, inquiry or other competition Laws, Proceeding and determine to have access to and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter consulted in connection with seeking required approvals relating any substantive document, opinion or proposal made or submitted to antitrust any Governmental Authority in connection with such request, inquiry or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will controlProceeding. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect Xxxxxx agrees to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) take promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under any antitrust or competition Law the Antitrust Laws that may be asserted required by any Governmental Entity or any other Person Authority, so as to enable the Parties parties hereto to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but and in any event not no later than the Outside End Date), including proposing(i) committing to or effecting, negotiatingby consent decree, effecting hold separate order, trust, or otherwise, the sale, divestiture, license, transfer, assignment or other disposition of assets or businesses of the Company or its Subsidiaries and agreeing tocontrolled Affiliates, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of the Company or its Subsidiaries and controlled Affiliates and (iii) creating or consenting to create or enter into any agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an Order or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company; provided, however, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Merger and the other transactions contemplated by this Agreement) (each action contemplated by clauses (i) through (iii) a “Specified Action”). Parent and the Company shall cooperate in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any saleand all Specified Actions or otherwise to offer to take or offer to commit (and if such offer is accepted, divestiturecommit to and effect) to take any Specified Action as may be required to resolve any Governmental Authority’s objections to the Merger and the other transactions contemplated by this Agreement; provided, licensethat Parent shall control strategy, holding separate or other similar arrangement communications, and timing with respect toto parties’ efforts to obtain any necessary or advisable consents, approvals or non-objections, or other disposition expiration or termination of any waiting period under any Antitrust Laws. The Company shall not take or restriction on, commit to take any or all of Specified Action without Parent’s or consent. (e) In the Company’s respective businesses, product lines, divisions or assets or interests therein, event that any Proceeding is commenced challenging the Merger and taking the other transactions contemplated by this Agreement and such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect toProceeding seeks, or ability would reasonably be expected to retainseek, one or more to prevent consummation of their respective businessesthe Merger and the other transactions contemplated by this Agreement, product lines, divisions or assets or interests therein. Parent and Merger Sub shall take any and all actions necessary in order action with respect to ensure that (x) no requirement for non-action, a waiver, consent the Parent or approval the Company or their respective Subsidiaries and controlled Affiliates to resolve any such Proceeding and each of the United States Federal Trade CommissionCompany, the Antitrust Division of the United States Department of JusticeParent and Merger Sub shall cooperate with each other to contest any such Proceeding and to have vacated, lifted, reversed or overturned any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunctioninjunction or other Order, temporary restraining order whether temporary, preliminary or any other order permanent, that is in any suit effect and that prohibits, prevents or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction restricts consummation of the Offer conditions Merger and the other transactions contemplated by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective TimeAgreement. (f) Neither Parent nor Merger Sub shall, nor shall notthey permit Silver Lake Alpine Fund II, L.P. or any of their respective Subsidiaries and it shall cause its Subsidiaries not controlled Affiliates (for the avoidance of doubt, excluding portfolio companies of any Equity Investor) to, directly or indirectly, acquire, purchase, lease or license (acquire or agree to acquireacquire any rights, purchaseassets, lease business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so such acquisition would reasonably be expected to: to (ix) impose any material delay in the obtaining of, or materially increase the risk of not obtainingobtaining any applicable clearance, any consent, approval approval, waiver, waiting period expiration or exemption of termination, non-action or other authorization, or cause Parent, Merger Sub or the Company to be required to obtain any Governmental Entity necessary additional clearance, consent, approval, waiver, waiting period expiration or termination, non-action or other authorization, under Applicable Laws with respect to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; Agreement, (iiy) materially increase the risk of any Governmental Entity Authority entering any judgment, decree, injunction or other order an Order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; , or (iiiz) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of Notwithstanding the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger foregoing or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions provision of this Agreement, except as expressly set forth in order Section 6.12(f) (subject to carry into effect the intents and purposes oflimitations therein) or in Schedule 6.12 of the Company Disclosure Schedule, and nothing in this Section 6.12 or any other provision of this Agreement shall require Parent or Merger Sub to, or cause any of their Affiliates to, take or agree to consummate take, or to refrain from taking, any action contemplated by Section 6.12, including any Specified Action, with respect to the transactions contemplated assets, properties, business or operations of (x) any Affiliates of the Parent, including Silver Lake, any investment funds or investment vehicles affiliated with, or managed or advised by, this Agreement Silver Lake, or any portfolio company (as promptly such term is commonly understood in the private equity industry) or direct or indirect investment of Silver Lake or of any investment fund or investment vehicle, or any interest therein, in each case, other than the Company, or its Subsidiaries and controlled Affiliates or (y) any Equity Investor or any Affiliates of any Equity Investor, or their respective portfolio companies (as practicable after such term is commonly understood in the date of this Agreementprivate equity industry).

Reasonable Best Efforts. (a) Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings contemplated by applicable foreign Antitrust Laws set forth on Section 6.8(a) of the Company Disclosure Schedule (collectively, “Foreign Antitrust Approvals”) with respect to the transactions contemplated hereby as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that the submission or filing (i) of a Notification and Report Form pursuant to the HSR Act will be made within (60) calendar days of the date of this Agreement and (ii) for applicable foreign Antitrust Laws shall be submitted by the parties with the relevant notification forms, or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within sixty (60) calendar days of the date of this Agreement; provided, however, that, in the case of this clause (ii), if a party is not prepared to file any such submission or filing within such period, its senior executives shall discuss the reasons for the failure to meet such submission or filing deadlines with the senior executives from the other party) and to supply as promptly as reasonably practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act and any other filings required in connection with the Foreign Antitrust Approvals or any other Antitrust Law. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. Without limiting the foregoing, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (vi) provide each other with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. (b) Each of the Company, Company and Parent and Merger Sub shall use its reasonable best efforts toagrees, and shall cause each of its Subsidiaries, to use its reasonable best efforts to take any and all other actions necessary to obtain any consents, clearances or approvals required under or in connection with the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”), and to enable all waiting periods under applicable Antitrust Laws to expire, and to avoid or eliminate each and every impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the Merger and the other transactions contemplated hereby to occur prior to the Termination Date, including with respect to (but not limited to) (y) complying with or modifying any requests for additional information (including any second request) by any Governmental Entity as soon as reasonably practicable and advisable and (z) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party hereto to consummate the transactions contemplated hereby and taking any and all other actions to prevent the entry, enactment or promulgation thereof. Subject to the other provisions of this Section 6.8, Parent shall have the right, in its sole discretion, to determine the nature and timing of any divestitures or other remedial undertakings made for the purpose of securing any required approvals under the Antitrust Laws. (c) Parent agrees, and shall cause each of its Subsidiaries, as applicable, to (i) enter into a definitive agreement with any Person or Persons (other than the Company Representatives or any of its Subsidiaries) to sell, divest, license or otherwise dispose of such RF Power Business of either Parent or the Company and any other related assets to the extent necessary to make such RF Power Business viable as owned by the purchaser thereof, including assets used by such RF Power Business, employees dedicated to such RF Power Business, supply arrangements as reasonably necessary to make such RF Power Business viable as owned by the purchaser and can be supplied by Parent, the transfer of Intellectual Property rights to the extent such Intellectual Property rights are exclusively used for the purpose of such RF Power Business and a royalty-free worldwide license on Intellectual Property rights which are not exclusively used for the purpose of such RF Power Business, but excluding assets and employees used in wafer manufacturing and wafer testing, and excluding assets and employees used in packaging, assembly and final product testing to the extent not primarily used for such RF Power Business; (ii) take any such other actions and accept any other restrictions on the activities of such RF Power Business being sold in the case of clauses (i) and (ii) sufficient to obtain approval or clearance of the transactions contemplated by this Agreement by the relevant Governmental Entities (an “RF Sale”), as promptly as practicable following the date hereof (provided that the closing of such RF Sale may be conditioned upon the Closing occurring hereunder); and (iii) use reasonable best efforts to take any and all other actions and accept any restrictions with respect to the business activities of Parent or Company, including with respect to either Parent’s or Company’s RF Power Business that is not subject to the RF Sale, necessary to obtain approval or clearance of the transactions contemplated by this Agreement by the relevant Government Entities, provided that nothing contained in this clause (iii) shall require or obligate Parent to agree to or otherwise cause to be taken any action if such action would reasonably be likely to have a material adverse impact on any business line of Parent (disregarding, for these purposes, any adverse impact resulting from an RF Sale). Parent shall have the right to determine and select (in its sole discretion) the assets, rights, products or businesses included within any RF Sale or other action or restriction taken pursuant to clause (iii), above, and the Company shall not without the prior written consent of Parent agree to or otherwise cause to be taken any RF Sale or any other action pursuant to this Section 6.8(c). (d) Subject to the terms hereof, and except with regard to the Antitrust Laws which shall be governed by Section 6.8(a), Section 6.8(b) and Section 6.8(c), the Company) and each of the Parent Representatives (in the case of , Parent and Merger Sub) Sub shall, and Parent and the Company shall cause their respective Subsidiaries to, each use their reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement hereby as promptly as practicable after the date of this Agreement, reasonably practicable; (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, obtain from any Governmental Entities, and maintain, Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations authorizations, or orders and send any notices, in each case, which are required to be obtained obtained, made or sent by Parent or the Company or Parent or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, that in connection therewith none of the Company or its Subsidiaries will be required to (nor, without the prior written consent of Parent, will) make or agree to make any payment or accept any material conditions or obligations, including the Offer amendments to existing conditions and the Merger, obligations; (viii) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreementpracticable, make all necessary filings with respect to this Agreementand notifications, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, applications with respect to this Agreement, the Offer Agreement and the Merger required under any applicable statute, law, rule or regulation; and (Aiv) execute or deliver any additional instruments necessary to consummate the Exchange Acttransactions contemplated by, and any other applicable federal or state securities Lawsto fully carry out the purposes of, this Agreement. The Company and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the each other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation making of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any all such filings, submissions, applications and requests. The Company, Company and Parent and Merger Sub shall promptly each use their reasonable best efforts to furnish to each other (on an outside counsel basis if appropriate) all information required for any filing, submission, application or other filing under request to be made pursuant to the rules and regulations of any applicable Law statute, law, rule or regulation in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actionsFor the avoidance of doubt, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shallagree that nothing contained in this Section 6.8(d) shall modify, and shall cause each of limit or otherwise affect their respective Subsidiaries to, use its reasonable best efforts to take all actions, rights and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiariesresponsibilities under Section 6.8(a), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing Section 6.8(b) and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementSection 6.8(c). (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each party hereto will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules laws and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing 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 Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (but collectively, the "Required Approvals") and (ii) using its reasonable best efforts to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in any event not later than limitation of the Outside Date)foregoing, including proposingeach of Valero and UDS agrees (i) to make (A) prior to May 31, negotiating2001, effecting an appropriate filing of a Notification and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement Report Form pursuant to the HSR Act with respect toto the transactions contemplated hereby, or other disposition of or restriction on(B) as promptly as practicable, any or all of Parent’s or appropriate filings with the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade European Commission, the Antitrust Division of the United States Department of Justiceif required, any State Attorney General in accordance with applicable competition, merger control, antitrust, investment or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceedingsimilar laws, and (zC) no as promptly as practicable, all other matter necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any antitrust additional information or competition Law, would preclude satisfaction of the Offer conditions documentation that may be requested pursuant to such laws or by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as such authorities and to permit use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act or and the receipt of any Required Approvals under such other approval laws or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case from such authorities as soon as practicable after the date of this Agreement and (but in ii) not to extend any event not later than necessary to satisfy waiting period under the HSR Condition in Annex I at least three Business Days prior to Act or enter into any agreement with the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate FTC or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries DOJ not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; , except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld or delayed). (b) Each of UDS and Valero shall, in connection with the efforts referenced in Section 6.4(a) to obtain all Required Approvals, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) subject to applicable law, permit the other party to review in advance any proposed written communication between it and any Governmental Entity, (iii) materially increase promptly inform each other of (and, at the risk of not being able other party's reasonable request, supply to remove such other party) any such judgment, decree, injunction communication (or other order on appeal correspondence or otherwise; memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other Governmental Entity 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 (iv) restrict, prevent, prohibit, impede consult with each other in advance to the extent practicable of any meeting or delay conference with the consummation of the OfferDOJ, the Merger FTC or any of other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Entity or other Person, give the other transactions contemplated by this Agreementparty the opportunity to attend and participate in such meetings and conferences. (gc) In furtherance and not in limitation of the foregoingcovenants of the parties contained in Section 6.4(a) and 6.4(b), in the event that if any litigation or other administrative or judicial action or proceeding, including any proceeding by a private party, is commenced, instituted (or threatened or is reasonably foreseeable that seeksto be instituted) challenging any transaction contemplated by this Agreement as violative of any regulatory law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would reasonably be expected to seek, to restrict, prevent, prohibit, impede make the Merger or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreementhereby, each of Parent and the Company shallUDS shall cooperate with Valero in all respects in responding thereto, and each shall cause each of their respective Subsidiaries to, use its respective reasonable best efforts to take all actionsin responding thereto, including (i) contesting and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist resisting any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement and (ii) holding separate or otherwise disposing of or conducting their business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct their business in a specified manner or permitting the sale, holding separate or other disposition of, assets of Valero, UDS or their respective Subsidiaries or the conducting of their business in a specified manner. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4 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 6.4. (d) Each of Valero and UDS and their respective Boards of Directors shall, if any case state takeover statute or similar statute (including, without limitation, Section 203 of the DGCL) becomes applicable to this Agreement, the Merger or any other transactions contemplated hereby, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and in any event no later than necessary otherwise to satisfy minimize the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation effect of the foregoing, in the event that any such litigation, action statute or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of regulation on this Agreement, in order to carry into effect the intents Merger and purposes of, and to consummate the other transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreementhereby.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each party hereto will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules laws and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing 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 Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (but collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in any event not later than limitation of the Outside Date)foregoing, including proposingeach of Xxxxxxxx and Xxxxx agrees (i) to make, negotiatingas promptly as practicable, effecting (A) an appropriate filing of a Notification and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement Report Form pursuant to the HSR Act with respect toto the transactions contemplated hereby, or other disposition of or restriction on, any or all of Parent’s or (B) appropriate filings with the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade European Commission, the Antitrust Division of the United States Department of Justiceif required, any State Attorney General in accordance with applicable competition, merger control, antitrust, investment or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceedingsimilar laws, and (zC) no all other matter necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any antitrust additional information or competition Law, would preclude satisfaction of the Offer conditions documentation that may be requested pursuant to such laws or by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as such authorities and to permit use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act or and the receipt of any Required Approvals under such other approval laws or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case from such authorities as soon as practicable after the date of this Agreement and (but in ii) not to extend any event not later than necessary to satisfy waiting period under the HSR Condition in Annex I at least three Business Days prior to Act or enter into any agreement with the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate FTC or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries DOJ not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; , except with the prior written consent of the other parties hereto (iii) materially increase which shall not be unreasonably withheld or delayed). Notwithstanding anything to the risk contrary in this Agreement, neither Xxxxxxxx nor Tosco nor any of not being able their respective Subsidiaries shall be required to remove any such judgment, decree, injunction or other order on appeal hold separate (including by trust or otherwise; ) or (iv) restrictto divest any of their respective businesses or assets, preventor to take or agree to take any action or agree to any imitation that could reasonably be expected to have a Material Adverse Effect on Xxxxxxxx or Xxxxx or to substantially impair the benefits to Xxxxxxxx expected, prohibitas of the date hereof, impede to be realized from consummation of the Merger, and neither Xxxxxxxx or delay Xxxxx shall be required to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the OfferMerger. (b) Each of Tosco and Xxxxxxxx shall, in connection with the efforts referenced in Section 6.4(a) to obtain all Required Approvals, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) subject to applicable law, permit the other party to review in advance any proposed written communication between it and any Governmental Entity, (iii) promptly inform each other of (and, at the other party's reasonable request, supply to such other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the Merger DOJ, the FTC or any other Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the other transactions contemplated hereby, and (iv) consult with each other in advance to the extent practicable of any meeting or conference with the DOJ, the FTC or any other Governmental Entity or, in connection with any proceeding by this Agreementa private party, with any other Person, and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (gc) In furtherance and not in limitation of the foregoingcovenants of the parties contained in Section 6.4(a) and 6.4(b), in the event that if any litigation or other administrative or judicial action or proceeding, including any proceeding by a private party, is commenced, instituted (or threatened or is reasonably foreseeable that seeksto be instituted) challenging any transaction contemplated by this Agreement as violative of any regulatory law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would reasonably be expected to seek, to restrict, prevent, prohibit, impede make the Merger or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreementhereby, each of Parent Tosco and Xxxxxxxx shall cooperate in all respects with each other and use its respective reasonable best efforts, including, subject to Section 6.4(a), selling, holding separate or otherwise disposing of or conducting their business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct their business in a specified manner or permitting the Company shallsale, and shall cause each holding separate or other disposition of, any assets of Xxxxxxxx, Xxxxx or their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each otherthe conducting of their business in a specified manner, to contest and resist any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.4 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 6.4. (d) Each of Xxxxxxxx and Xxxxx and their respective Boards of Directors shall, if any case state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any other transactions contemplated hereby, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and in any event no later than necessary otherwise to satisfy minimize the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation effect of the foregoing, in the event that any such litigation, action statute or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of regulation on this Agreement, in order to carry into effect the intents Merger and purposes of, and to consummate the other transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreementhereby.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts toincluding Section 6.4, and each Party shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) 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 Law or otherwise Laws to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement hereby, including using reasonable best efforts to accomplish the following: (a) preparing and filing as promptly soon as practicable (but in no event later than 15 Business Days after the date of this AgreementAgreement in respect of any such filings required in connection with the HSR Act) all forms, registrations and notices relating to antitrust, competition, trade or other regulatory matters that are required by applicable Law to be filed in order to consummate the Merger and the other transactions contemplated hereby and the taking of such actions as are reasonably necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by, or to avoid an action or proceeding by, a Governmental Entity relating to antitrust, competition, trade or other regulatory matters (collectively, “Regulatory Approvals”), including (i) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and with the Antitrust Division of the United States Department of Justice (“Antitrust Division”) and (ii) takepreparing and filing, as soon as practicable, any form or cause report required by any other Governmental Entity relating to be takenany Regulatory Approval, (b) subject to Section 6.5.6, taking all actions consistent with this Section 5.5(a) necessary to cause all conditions set forth in Article 7 (including the expiration or prompt termination of the applicable any waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each extension of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 initial 30-day waiting period thereunder)) to be satisfied as promptly soon as practicable after the date of this Agreementpracticable, (ivc) obtaindefending any lawsuits or other legal, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations regulatory or orders required other proceedings to be obtained by Parent which it is a party challenging or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of affecting this Agreement and or the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, hereby and (zd) no other matter relating to executing and delivering any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity additional instruments necessary to consummate the Offer, the Merger and to fully carry out the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each Party will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement Transactions as promptly as practicable and advisable after the date of this Agreementhereof, including (iii) take(A) preparing and filing, in consultation with the other Party, all necessary or cause advisable applications, notices, petitions, filings and other documents required to be takenprepared or filed by such Party, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) and all formal notifications and drafts to any other Governmental Entity in jurisdictions requiring pre-notification pursuant to applicable foreign Antitrust Law as soon as practicable after determined following consultation with the date of this Agreementother Party, (iii) cause in each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied case as promptly as practicable and advisable after the date hereof (taking all reasonable steps with the target of this Agreementmaking each applicable initial filing within sixty (60) days, but in any event no later than ninety (iv90) obtaindays, after the date hereof), and (B) using its reasonable best efforts to obtain as promptly as practicable after the date of this Agreementand advisable all waiting period expirations or terminations, from any Governmental Entitiesconsents, and maintainclearances, any consentswaivers, licenses, permitsorders, waiversregistrations, approvals, permits and authorizations necessary or orders required advisable to be obtained by Parent or the Company or such Party from any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by third party and/or any Governmental Entity (including those in connection with under the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (vDPA) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect order to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, consummate the Merger or any of the other transactions contemplated by this Agreement Transactions and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate cooperating with the other Parties Party required to file such applications, notices, petitions, filings and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated documents by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use using its reasonable best efforts to take all actionssteps as may be necessary in connection therewith, including providing all necessary information and assistance reasonably requested by such Party. (b) Each of Cyclone and Hurricane shall, in connection with the efforts referenced in Section 6.2(a) to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and do authorizations for the Transactions under the HSR Act or any other Antitrust Law or to obtain CFIUS Approval, (i) cooperate in all things necessary, proper or advisable, respects and cooperate consult with each other, to contest other in connection with any filing or submission and resist in connection with any such litigation, action investigation or proceedingother inquiry, including through litigation on the merits and appealany proceeding initiated by a private party under any Antitrust Law, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of including by allowing the other transactions contemplated by this Agreement, in any case as promptly as practicable Party to have a reasonable opportunity to review and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance comment on drafts of filings and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company submissions; (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall ii) promptly inform the other Party thereof in writing and shall provide of any communication received by such Party from, or given by such Party to, (A) the Antitrust Division of the Department of Justice (the "DOJ"), the Federal Trade Commission (the "FTC") or any other Party with such updates and such information as the other Party shall reasonably request Governmental Entity with respect to such litigation, action any Antitrust Law or proceeding, and (B) CFIUS or any other Governmental Entity in connection with the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure wouldCFIUS Approval, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available each case by promptly providing copies to the other Party without jeopardizing privilegeof any such written communications, including and of any material communication received or given in connection with any proceeding by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Partiesprivate party under any Antitrust Law, in each case regarding any of the Transactions; (iii) permit the other Party to review in accordance advance any material communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC, CFIUS or any other Governmental Entity with respect to the subject matter of this Section 6.2(b), or, in connection with any proceeding by a private party under any Antitrust Law, with any other Person and (iv) to the extent permitted by the DOJ, the FTC, CFIUS or any other applicable Governmental Entity or other Person with respect to the subject matter of this Section 6.2(b), give the other Party the opportunity to attend and participate in any in-person meetings and to participate in any substantive telephone calls with the provisions DOJ, the FTC, CFIUS or any other Governmental Entity or other Person with respect to the subject matter of this AgreementSection 6.2(b) ; provided, in order that materials provided pursuant to carry into effect clauses (i) - (iii) hereof may be redacted (1) to remove references concerning the intents valuation of Cyclone, Hurricane or any of their Subsidiaries, (2) as necessary to comply with contractual arrangements and purposes ofapplicable Law, and (3) as necessary to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreementaddress reasonable privilege or confidentiality concerns.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of, and other than as expressly contemplated by, this Agreement, each of the CompanyParent Parties, Parent and Merger Sub shall use its reasonable best efforts toon the one hand, and the Partnership and the General Partner, on the other hand, shall cooperate with the other and use its and shall cause their respective Subsidiaries to use their reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, and cooperate with the other Parties in doingall things, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 Closing to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Daysno later than the Outside Date), unless otherwise agreed including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units, the General Partner Interest and the Special General Partner Interest in the Partnership beneficially owned by Parent, any of its Subsidiaries or the Parties) after General Partner, as applicable, as of the date of this AgreementAgreement or acquired thereafter, and to consummate and make all necessary filings with respect to effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, the Offer including preparing and the Merger as required under the HSR Act, and (vi) filing as promptly as practicable after the date of this Agreement, make all documentation to effect all necessary filings filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtain promptly (and thereafter make in any event no later than the Outside Date) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, Permits, authorizations and other required submissions and supply any additional information and documentary material that may be requested by confirmations from any Governmental Entity)Authority or third party necessary, and pay any fees due in connection therewith, with respect proper or advisable to this Agreement, consummate the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (ziii) seeking defend any such actions, consents, approvals Proceedings brought by any Governmental Authority challenging this Agreement or waivers the consummation of the transactions contemplated by this Agreement or making seek to have lifted or rescinded any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application injunction or restraining order or other filing under order adversely affecting the rules and regulations of any applicable Law in connection with the Offer, the Merger or any ability of the other parties to consummate the transactions contemplated by this Agreement. (b) At Parent’s request, Parent and the Company Partnership shall give (i) make or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection made appropriate filings of “Notification and Report Forms” pursuant to the HSR Act, with consummation of respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement as promptly as practicable, but in no event later than 20 Business Days after the date of this Agreement, and seeking any Parent and the Partnership shall each bear their own costs and expenses incurred in connection with such actionsfilings, consentsprovided, approvals or waivers. Notwithstanding that Parent shall bear fifty percent (50%) of, and the foregoingPartnership shall bear fifty percent (50%) of, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments all filing fees required to be paid in connection with any such consentsfilings, approvals or waivers without (ii) use reasonable best efforts to make an appropriate response at the prior written consent of Parent. (c) Parent shall, on behalf earliest practicable date to any requests for additional information made by the Antitrust Division of the PartiesDepartment of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”), control and lead all communications with (iii) use reasonable best efforts to (x) cause the waiting periods required under the HSR Act and any Governmental Entity relating other Laws to antitrust terminate or other competition expire at the earliest possible date, and (y) to resist in good faith, at each of their respective cost and expense, any assertion that the transactions contemplated by this Agreement constitute a violation of any applicable Antitrust Laws, and determine and direct so as to enable the strategy and process by which the Parties will seek required approvals relating Closing to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance occur as soon as reasonably possible. In connection with this Section 5.5. In furtherance and not in limitation of 6.3(b), the foregoingparties shall, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made extent permitted by Parent. In the event that the Parties do not agree applicable Law, (1) cooperate in all respects with respect to any matter each other in connection with seeking required approvals relating to antitrust any filing, submission, investigation or other competition Lawsinquiry, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d2) In furtherance and not in limitation of the foregoing, each Party shall: (i) give promptly inform the other Parties prompt notice of the making or commencement party of any requestcommunication received by such party from, inquiryor given by such party to, investigation, action the DOJ or legal the FTC and of any material communication received or given in connection with any proceeding by or before any Governmental Entity with respect to a private party, in each case, regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii3) keep have the right to review in advance, and to the extent practicable each shall consult the other Parties informed as on, any filing made with, or written materials to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commissionbe submitted to, the Department of Justice or any other Governmental Entity regarding the OfferDOJ, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any LawFTC or, in connection with any such requestproceeding by a private party, inquiryany other person, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after and (4) consult with each other in advance of any meeting, discussion, telephone call or conference with the date of this Agreement (but DOJ, the FTC or, in connection with any event proceeding by a private party, with any other Person, and to the extent not later than expressly prohibited by the Outside Date)DOJ, including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate the FTC or other similar arrangement with respect toperson, or give the other disposition of or restriction on, any or all of Parent’s or party the Company’s respective businesses, product lines, divisions or assets or interests therein, opportunity to attend and taking participate in such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, meetings and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Lawconferences, in each case as soon as practicable after case, regarding the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (gc) In furtherance Notwithstanding anything to the contrary in this Section 6.3 or otherwise, Parent shall not be required to, and shall not be required to cause its Affiliates to (and the Partnership shall not, and shall not agree to, without Parent’s prior written consent to) sell, divest, hold separate, license, relinquish, otherwise dispose of, or agree to any limitation on its freedom of action, ownership, or control with respect to any assets, businesses, properties, or interests in limitation or of any Person, or agree or consent to any of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, each of the Company, Parent and Merger Sub shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) Offer and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement to be consummated as promptly as reasonably practicable after on the date of this Agreementterms and subject to the conditions hereof. Without limiting the foregoing, (iii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination each of the applicable waiting period Company, Parent and Merger Sub shall file within five (5) Business Days any required submissions under the HSR Act, and use its reasonable best efforts (A) to furnish information required in connection with such submissions under the HSR Act (including responding to any extensions thereof) as soon as practicable after “second request” for additional information or documentary material under the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied HSR Act as promptly as practicable after the date of this Agreementreasonably practicable), (ivB) obtainto obtain early termination of the waiting period under the HSR Act, as promptly as practicable after (C) to keep the date other parties reasonably informed with respect to the status of this Agreementany such submissions under the HSR Act, from including with respect to: (1) the receipt of any Governmental Entitiesnon-action, and maintainaction, clearance, consent, approval or waiver, (2) the expiration of any consentswaiting period, licenses(3) the commencement or proposed or threatened commencement of any investigation, permits, waivers, approvals, authorizations litigation or orders required to be obtained by Parent administrative or the Company or any of their respective Subsidiaries, or to avoid or resolve any judicial action or proceeding by any Governmental Entity (including those in connection with under the HSR Act, the Federal Trade Commission Act, as amended (the “FTC Act”), the Xxxxxxx Act of 1914, as amended (the “Xxxxxxx Act”), or the Xxxxxxx Antitrust Act of 1890, as amended (the “Xxxxxxx Act”) and (4) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, the FTC Act, the Xxxxxxx Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings Xxxxxxx Act with respect to this Agreement, the Offer and Offer, the Merger as required under or the HSR Act, other transactions contemplated hereby and (viD) as promptly as practicable after the date of this Agreement, make to obtain all necessary filings (actions or non-actions, waivers, consents, clearances and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by approvals from any Governmental Entity)Entity and (ii) the Company, Parent and pay Merger Sub shall cooperate with one another: (A) in promptly determining whether any fees due filings are required to be or should be made or any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other Contracts or instruments that the Company is a party to or related to the Company’s business in connection therewith, with respect to this Agreement, the Offer and Offer, the Merger required under (A) or the Exchange Act, and any other applicable federal or state securities Laws, transactions contemplated hereby and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, approvals or waivers. (b) The Company, Parent and Merger Sub shall: (i) promptly notify the others of, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication to such Person from a Governmental Entity and permit the others to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed written communication to a Governmental Entity and (ii) keep the others reasonably informed of any developments, requests for meetings or discussions with any Governmental Entity in respect of any filings, investigation or inquiry concerning the Offer or the Merger. The Company, Parent and Merger Sub agree not to participate in any meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transaction unless it consults with the other applicable party in advance and, to the extent not prohibited by such Governmental Entity or by Law, including gives the other party the opportunity to attend and participate where appropriate and advisable under the circumstances. For the avoidance of doubt, the provisions of Section 1.01(d) and Section 1.02(a), not this Section 6.04(b), shall govern the matters covered therein. (c) Notwithstanding anything to the contrary contained herein, the parties hereby agree and acknowledge that nothing in this Agreement shall require, or be construed to require, Parent, Merger Sub or the Company or any other antitrust of Parent’s Subsidiaries, in order to obtain any required approval from any Governmental Entity or competition Lawany third party, to: (i) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (ii) propose, negotiate or offer to effect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, or divestiture, or holding separate, before or after the Acceptance Time or the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interests therein of Parent, the Company, the Surviving Corporation or any of Parent’s Subsidiaries; provided, however, that Parent and Merger Sub shall be required to agree or consent to conduct of business restrictions with respect to their operations or businesses as may be required in order to obtain any required approval from any Governmental Entity or any third party, only to the extent that such conduct of business restrictions would not reasonably be expected, individually or in the aggregate, to have an adverse effect on the business, condition (financial or otherwise), assets or results of operations of Parent or any of its Subsidiaries or the Company, which, if measured relative to Parent’s active pharmaceutical ingredients business, would constitute a material adverse effect on such business, regardless of whether such restrictions would be imposed on Parent or any of its Subsidiaries or the Company. (d) In the event that any litigation or other administrative or judicial action is commenced challenging any of the transactions contemplated hereby and such litigation, action or proceeding seeks to prevent, impede or delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement, each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their use its respective reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other orderorder that may result from such litigation, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, unless, by mutual agreement, Parent and the Company decide that litigation is not in any case as promptly as practicable and in any event no later than necessary to satisfy their respective best interests. Each party hereto shall keep the HSR Condition in Annex I at least three Business Days prior other parties hereto reasonably informed, but only to the Outside Date. In furtherance and not in limitation of the foregoingextent that doing so would not, in the event reasonable judgment of such party, jeopardize any privilege of the party with respect thereto regarding any such litigation, action or proceeding, it being agreed that each party will also cooperate with the other parties to permit such inspection of or to disclose such information on a basis that does not compromise or waive such privilege with respect thereto. The Company shall cooperate fully with Parent (and shall use reasonable best efforts to cause its representatives to cooperate fully with Parent) in connection with, and shall consult with and permit Parent and its representatives to participate in, the defense of any such litigation, action or proceeding is commenced against Parent or and the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, shall give due consideration to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request Parent’s advice with respect to such litigation, action or proceeding, and the status thereof, ; provided, however, that neither the Company shall not be allowed to settle or enter into any negotiations or settlement of any such litigation, action or proceeding without the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed). (e) Neither Parent nor the Company shall, nor shall Parent permit its Subsidiaries to, acquire or agree to acquire any business, Person or division thereof, or otherwise acquire or agree to acquire any assets (except in each case pursuant to any agreement in effect on the date hereof), if the entering into of a definitive agreement relating to or the consummation of such acquisition, would reasonably be required expected to disclose any information if such disclosure wouldmaterially increase the risk of not obtaining the applicable consent, in clearance, approval, authorization or waiver under the opinion of its outside counselHSR Act with respect to the transactions contemplated by this Agreement. (f) Prior to the Effective Time, jeopardize any attorney-client or other legal privilege; provided further that the Parties Company shall cooperate with Parent and use reasonable best efforts to enable such information take, or cause to be furnished taken, all actions, and do or made available cause to the other Party without jeopardizing privilegebe done all things, including by entering into a customary joint defense agreement reasonably necessary, proper or common interest agreement. (h) In furtherance advisable on its part under applicable Laws and not in limitation rules and policies of the foregoing, each NASDAQ Global Market to cause the delisting of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested Shares from the NASDAQ Global Market by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement Surviving Corporation as promptly as practicable after the date Effective Time and the deregistration of this Agreementthe Shares under the Exchange Act as promptly as practicable after such delisting.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, each of the Company, Parent and Merger Sub Purchaser shall use its respective reasonable best efforts to (i) cause the Transactions to be consummated as soon as practicable, (ii) make as promptly as reasonably practicable any required submissions and filings under applicable Antitrust Laws with respect to the Transactions, (iii) promptly furnish information required in connection with such submissions and filing under such Antitrust Laws, (iv) keep the other parties reasonably informed with respect to the status of any such submissions and filings under Antitrust Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the 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 Antitrust Laws, (D) the nature and status of any objections raised or proposed or threatened to be raised under Antitrust Laws with respect to the Transactions and (E) obtain all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions as soon as practicable. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, the Xxxxxxx Act, the HSR Act, the Federal Trade Commission Act, and shall all applicable Foreign Antitrust Laws and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (b) In furtherance and not in limitation of the foregoing: (i) each party hereto agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as soon as practicable and in any event within ten (10) Business Days after the date hereof (unless the parties otherwise agree to a different date), (B) supply as soon as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (C) use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) 6.4 necessary to cause the expiration or termination of the applicable waiting period periods under the HSR Act (including any extensions thereof) as soon as practicable after and (ii) each party agrees to (A) make the date of this Agreementappropriate filings under any Foreign Antitrust Laws as soon as practicable and no later than what is required to consummate the Transactions no later than three (3) Business Days before the End Date, (iiiB) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied supply as promptly soon as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply practical any additional information and documentary material that may be required or requested by any Governmental Entity)Authority and (C) use its reasonable best efforts to take or cause to be taken all other actions consistent with, and pay subject to, this Section 6.4 as necessary to obtain any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actionsnecessary approvals, consents, approvals waivers, permits, authorizations or waivers other actions or making any such filings. non-actions from each Governmental Authority as soon as practicable. (c) The Company, Parent and Merger Sub shall Purchaser shall: (i) promptly notify the other parties hereto of, and if in writing, furnish to each other all information required for any application or other filing under the rules and regulations others with copies of any applicable Law (or, in connection with the Offercase of oral communications, advise the Merger or any others of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to givecontents of) any notices communication to third parties, such Person from a Governmental Authority and use, permit the others to review and cause the Company Subsidiaries discuss in advance (and to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith any comments made by the views others in relation to) any proposed written communication to a Governmental Authority, (ii) keep the others reasonably informed of the Company prior to proposingany developments, negotiating, meetings or entering into any agreement, undertaking or understanding (whether oral or written) discussions with any Governmental Entity relating Authority in respect of any filings, investigation, or inquiry concerning the Transactions and (iii) not independently participate in any meeting or discussions with a Governmental Authority in respect of any filings, investigation or inquiry concerning the Transactions without giving the other party prior notice of such meeting or discussions and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. However, each of Parent and Company may designate any non-public information provided to any antitrust Governmental Authority as restricted to “Outside Antitrust Counsel” only and any such information shall not be shared with employees, officers or directors or their equivalents of the other competition Laws, provided that party without approval of the final determination as to party providing the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will controlnon-public information. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect Parent and Purchaser agree to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as use reasonable best efforts to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) take promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all reasonable steps necessary to avoid and avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under any antitrust or competition Law Antitrust Laws that may be asserted required by any Governmental Entity or any other Person Authority, so as to enable the Parties parties to consummate close the Offer, the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date of this Agreement (but and in any event not no later than three (3) Business Days prior to the Outside End Date); provided, including proposingnothing in this Agreement shall require any party, negotiatingor in the case of the Company, effecting and agreeing topermit the Company to commit to and/or effect, by consent decree, hold separate order orders, trust, or otherwise, any to (i) the sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of assets or restriction on, any or all businesses of Parent’s Parent or the Company’s respective businesses, product lines, divisions Company or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businessesSubsidiaries, product lines(ii) the termination, divisions relinquishment, modification, or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-actionwaiver of existing relationships, a waiverventures, consent or approval of the United States Federal Trade Commissioncontractual rights, the Antitrust Division of the United States Department of Justice, any State Attorney General obligations or other Governmental Entityarrangements of Parent or Company or their respective Subsidiaries or (iii) the creation of any relationships, (y) no decreeventures, judgmentcontractual rights, injunction, temporary restraining order obligations or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction arrangements of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval Company or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in their respective Subsidiaries (each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Datea “Remedial Action”), other than, after exhausting the parties’ obligations pursuant to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect toclause (c) above, or other disposition with the consent of or restriction onPurchaser, any of Remedial Actions involving solely the Company and/or its businesses, product lines, divisions or assets or interests therein, and take such action or actions Subsidiaries that would in the aggregate not, after giving effect thereto, have a similar effectmaterially negative impact on the Company and its Subsidiaries (or their respective businesses) taken as a whole; provided, however, that if Parent directs the Company to take any Remedial Action, such saleRemedial Action may, divestitureat the discretion of the Company, license, holding separate or other similar arrangement, disposition, restriction or action or actions is be conditioned on upon consummation of the occurrence of, and shall become effective only from and after, the Effective TimeTransactions. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (ge) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that challenging any of the Transactions and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, materially impede or materially delay the consummation of the OfferTransactions, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of subject to Section 6.4(d) , use their respective Subsidiaries to, use its reasonable best efforts to take any and all actionsaction to avoid or resolve any such litigation, action or proceeding and do all things necessaryeach of the Company, proper or advisable, Parent and Purchaser shall cooperate with each other, other and use its respective reasonable best efforts to contest and resist any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case Transactions as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three (3) Business Days prior to the Outside End Date. In furtherance and not in limitation of the foregoing. (f) Neither Parent nor Purchaser shall, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of nor shall they permit their respective directors Subsidiaries to, acquire or Subsidiariesagree to acquire any assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise outside the ordinary course), if such acquisition, would reasonably be expected to materially increase the risk of not obtaining any applicable clearance, consent, approval or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request waiver under Antitrust Laws with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilegeTransactions; provided further it being understood that the Parties foregoing shall use reasonable best efforts to enable such information to be furnished not limit or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation affect any of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, Company’s obligations set forth in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this AgreementSection 6.1.

Reasonable Best Efforts. Subject to the terms of this Agreement, including Section 6.04: (a) Each of the Company, The Company and Parent shall cooperate with each other and Merger Sub shall use its reasonable best efforts to, and shall use its their reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary and to do, or cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreementdone, (iv) obtainall things necessary, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations proper or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required advisable under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon promptly as practicable, including (i) preparing and filing as promptly as practicable after the date hereof with any Governmental Authority all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of this Agreement (but in any event not later than the Outside Date)information, including proposingfinancial statements, negotiatingrecords, effecting applications and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Lawdocuments, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior case, to the Expiration Date)extent available, including under the PRC Anti-Monopoly Law and to effect obtain the Parent Required Approvals, (ii) obtaining and agree maintaining all approvals, consents, registrations, permits, authorizations, licenses, waivers and other confirmations required to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only be obtained from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity Authority that are necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; , including the Parent Required Approvals and under the PRC Anti-Monopoly Law, (iii) materially increase defending or contesting any action, suit or proceeding challenging this Agreement or the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or transactions contemplated hereby and (iv) restrict, prevent, prohibit, impede or delay executing and delivering any additional instruments necessary to consummate the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreementhereby. (gb) In furtherance and not in limitation of the foregoingprovisions of Section 8.01(a), in the event that any litigation or other administrative or judicial action or proceeding is commencedParent, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seekand, to restrict, prevent, prohibit, impede or delay the consummation of the Offerextent required by PRC Anti-Monopoly Law, the Merger Company, agree (1) to the extent required by the PRC Anti-Monopoly Law, to (x) prepare and file as promptly as practicable, an initial filing with the PRC Anti-Monopoly Bureau pursuant to the PRC Anti-Monopoly Law, and (y) to request and seek to have this Agreement and the transactions contemplated hereby accorded the “simple cases” treatment described in Interim Regulation on the Application of Simple Case Criteria to Concentrations of Undertakings (the Simple Cases Regulation) issued by MOFCOM on February 13, 2014 and (2) prepare and file as promptly as practicable all filings required to obtain the Parent Required Approvals. (c) If a party receives a request (written or verbal) for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated hereby, including the Merger, or any Parent Required Approval or PRC Antitrust Clearance (or activities related thereto), then such party shall, to the extent not prohibited by Applicable Law or a Governmental Authority, in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other party (to the extent legally possible), a response that is, at a minimum, in substantial compliance with such request. (d) The parties hereto shall keep each other apprised of the status of matters relating to the completion of the Merger and the other transactions contemplated by this Agreementhereby, including the obtaining of the Parent Required Approvals or PRC Antitrust Clearance, and work cooperatively in connection with obtaining the Parent Required Approvals or PRC Antitrust Clearance and all other approvals of, or clearances from, each applicable Governmental Authority with respect to the Merger and the other transactions contemplated hereby, including: (i) cooperating with each other in connection with filings required to be made by any party hereto (including under the PRC Anti-Monopoly Law or in connection with any Parent Required Approval) with respect to the Merger and the other transactions contemplated hereby and liaising with each other in relation to each step of the procedure before, and as to the contents of (to the extent such content relates to information about Parent, Parent Assignee, Merger Subsidiary, the Company or the Merger), all communications with such Governmental Authorities with respect to the Merger and the other transactions contemplated hereby. In particular, to the extent permitted by Applicable Law or Governmental Authority, no party will make any notification in relation to any of the Merger and the other transactions contemplated hereby or any Parent Required Approval or the PRC Antitrust Clearance without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authorities, and such first party shall consider and take account of all reasonable comments timely made by the other party in this respect; (ii) furnishing to each other all information (to the extent such information is relating to Parent, Parent Assignee, Merger Subsidiary, the Company or the Merger) within its possession that is required for any application or other filing to be made by the other party pursuant to Applicable Law in connection with the Merger and the other transactions contemplated hereby or any Parent Required Approval or the PRC Antitrust Clearance; (iii) promptly notifying each other of any communications from or with any Governmental Authority with respect to the Merger and the other transactions contemplated hereby or any Required Approval and ensuring to the extent permitted by law or Governmental Authority that each of the parties hereto is entitled to attend any meetings with or other appearances before any Governmental Authority with respect to the Merger and the other transactions contemplated hereby or any Required Approval; (iv) consulting and cooperating with each other in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the PRC Anti-Monopoly Law or any Parent Required Approval; (v) keeping each other reasonably apprised of any developments in connection with the Parent Required Approvals and the PRC Antitrust Clearance; and (vi) without prejudice to any rights of the parties hereto hereunder, consulting and cooperating in all respects with each other in defending all lawsuits and other proceedings by or before any Governmental Authority challenging this Agreement or the consummation of any of the Merger and the other transactions contemplated hereby. (e) Subject to the terms and provisions herein, Parent, Parent Assignee, Merger Subsidiary and the Company shallshall use their reasonable best efforts to take, or cause to be taken, all actions necessary to obtain the Parent Required Approvals and the PRC Antitrust Clearance, to obtain any consents, approvals, permits or authorizations and to remove any impediments to the Merger relating to the Parent Required Approvals, the PRC Anti-Monopoly Law and other antitrust, competition or premerger notification, or trade regulation law, regulation or order (“Antitrust Laws”), and Parent, Parent Assignee, Merger Subsidiary and the Company shall cause each of use their respective Subsidiaries to, use its reasonable best efforts to take any and all actions, and do all things necessary, proper or advisable, and cooperate with each other, actions to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturnedto effect the dissolution of, any decreeinjunction, judgment, injunction temporary restraining order or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, order in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior suit or proceeding relating to the Outside Date. In furtherance Parent Required Approvals and not in limitation of the foregoingAntitrust Laws, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, including effecting an internal corporate restructuring to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing extent reasonable and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementpracticable. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each of the Company, Parent and Merger Sub shall parties hereto agrees to use its reasonable best efforts toefforts, and shall use its reasonable best efforts to cause cooperate with each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) toother party hereto, (i) to take, or cause to be taken, all actions, and to do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper appropriate or advisable under applicable Law or otherwise desirable to consummate and make effective effective, in the Offermost expeditious manner practicable, the Transactions, including the satisfaction of the respective conditions set forth in Article 6, to deliver true, correct and complete copies of the Closing deliverables in Section 6.2(h) and Section 6.3(d), and to execute and deliver such other instruments and do and perform such other acts and things as may be necessary or reasonably desirable for the consummation of the Transactions. (b) The Company will use its reasonable best efforts to obtain the Written Consent and a Joinder or, if such Stockholder is a Significant Investor, a Significant Investor Joinder, from each Stockholder prior to the Closing Date. On or prior to the tenth Business Day following the Agreement Date, the Company will deliver an information statement (the “Information Statement”) to each Stockholder who has not executed the Written Consent and a Joinder or, if such Stockholder is a Significant Investor, a Significant Investor Joinder, containing (i) the notice contemplated by Section 228(e) of the DGCL of the taking of a corporate action without a meeting by less than a unanimous written consent, (ii) the notice contemplated by Section 262(d)(2) of the DGCL, together with a copy of Section 262 of the DGCL and (iii) an information statement to the Stockholders in connection with the solicitation of their signatures to a Written Consent and a Joinder or, if such Stockholder is a Significant Investor, a Significant Investor Joinder. The Company will provide Parent with a reasonable opportunity to review the Information Statement and will consider its comments in good faith. (c) The Company will timely provide to holders of Company Shares, Options and Warrants all advance notices required to be given to such holders in connection with this Agreement, the Merger and each of the other transactions contemplated by this Agreement as Transactions pursuant to the Charter, the Charter Amendment, Bylaws and any applicable Contract. (d) Parent and the Company shall promptly as practicable after the date of this Agreement, (ii) take, make or cause to be taken, made any and all actions consistent required filings with this Section 5.5(a) each relevant Governmental Body necessary to cause provide notice to such Governmental Body, or obtain the expiration approval, consent, waiver, or termination non-objection of Governmental Body, in connection with the change of ownership or control of the applicable waiting period under Permits issued to the HSR Act Acquired Companies by such Governmental Bodies set forth on Schedule 6.1(a)(ii) (including the “Regulatory Filings”). The Acquired Companies shall designate legal counsel for the Acquired Companies to coordinate and prepare such Regulatory Filings (the “Regulatory Filing Counsel”). Parent and the Company shall cooperate with and promptly consult with the other party or its counsel with respect to any extensions thereof) as soon as practicable after filing with any Governmental Body. Without limiting the date foregoing, Parent and Merger Sub shall promptly provide Regulatory Filing Counsel with any reasonably requested information in connection with the completion of this Agreement, (iii) cause any Regulatory Filing or providing a response to any inquiry or request from any Governmental Body in response to a Regulatory Filing. Parent and the Company shall each bear 50% of the conditions customary filing costs and legal fees of Regulatory Filing Counsel associated with the Regulatory Filings. (e) Except to the Offer set forth in Annex I and each of the conditions extent such filings were made prior to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtainAgreement Date, as promptly as practicable after the date of this AgreementAgreement Date, from any Governmental EntitiesParent and the Company shall execute and file, or join in the execution and maintainfiling of, any consentsapplication, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity notification (including those the provision of any required information in connection with therewith) or other document that may be required under the HSR Act or any other antitrust foreign Applicable Law designed to prohibit, restrict or competition Law)regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) in connection with order to obtain the authorization, execution and delivery approval or consent of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect ofBody, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act such Antitrust Laws, that may be reasonably required, or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Lawthat Parent may reasonably request to be made, in connection with the consummation of the Merger and the other Transactions. Parent and the Company shall each case as soon as practicable after use their respective reasonable best efforts to obtain, and to cooperate with each other to obtain promptly, all such authorizations, approvals, consents, expirations and terminations (including, for the date avoidance of this Agreement (but doubt, in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days respect of filings made prior to the Expiration Agreement Date), to effect and agree to Parent and the Company shall each pay an equal share of any sale, divestiture, license, holding separate or other similar arrangement fees for HSR filings made in connection with respect to, or other disposition of or restriction on, the Agreement (except for any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in filings required under 16 C.F.R. § 801.2(e)) (the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time“Filing Fees”). (f) Each of Parent and the Company shall promptly inform the other of any material communication between such party and any Governmental Body regarding any of the Transactions. Subject to Applicable Law relating to the exchange of information, each of Parent and the Company shall consult and cooperate with one another, and consider in good faith the views of 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 hereto in connection with proceedings under or relating to the HSR Act. Parent and the Company shall cooperate fully with each other in connection with the making of all such filings or responses. If Parent or any Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Body with respect to any of the Transactions, then Parent shall notmake or cause to be made, as soon as reasonably practicable, a response in compliance with such request. If the Company or any Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Body with respect to any of the Transactions, then the Company shall make or cause to be made, a response in compliance with such request. Both Parent and Company shall be represented at all in person meetings and in all substantive conversations with any Governmental Body, except if, and it shall cause its Subsidiaries not toto the extent, directly that any Governmental Body objects to any party’s being represented at any such meeting or indirectlyin any such conversation; provided that each of Company and Parent may obtain prior written consent for independent communications. (g) Notwithstanding anything to the contrary herein, acquireif any administrative or judicial Action or proceeding, purchaseincluding any proceeding by a private party, lease or license is instituted (or agree threatened to acquire, purchase, lease be instituted) challenging any of the Transactions as violative of any Applicable Law or license), by merging with or into or consolidating withOrder, or if any Applicable Law or Order is enacted, entered, promulgated or enforced by purchasing a substantial portion of the assets of or equity inGovernmental Body which would make illegal, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, otherwise prohibit or materially increase the risk of not obtaining, any consent, approval impair or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offerdelay, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, shall reasonably cooperate in all respects with each other and shall cause each of their respective Subsidiaries to, use its respective reasonable best efforts to take all actionshave lifted any such Applicable Law or Order, including by effecting or committing to, by consent decree, hold separate orders, or otherwise, (i) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent and Company or their respective Subsidiaries, (ii) the licensing or provision of any software or other Intellectual Property Rights (or the terms of such licensing) to any parties, and do all things necessary, proper (iii) the imposition of any limitation or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation regulation on the merits ability of Parent and appeal, and to, as applicable, avoid Company or their respective Subsidiaries to freely conduct their business or own such assets; provided that notwithstanding anything to the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is contrary in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in Parent and its Affiliates shall not be required litigate or contest any case as promptly as practicable actions by a Governmental Body nor agree to take any actions that would reasonably be expect to (x) be materially adverse to Parent or its Subsidiaries (including the Company and in any event no later than necessary its Subsidiaries) or (y) materially and adversely affect the benefits reasonably expected by Parent to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation be obtained by virtue of the foregoing, Transactions. Nothing in this Section 5.5 shall limit the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any right of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, a party hereto to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect terminate this Agreement pursuant to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information Section 7.1(b) if such disclosure wouldparty has, until such date, complied in the opinion of all material respects with its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementobligations under this Section 5.5. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each of Subject to Section 6.4, the Company, Parent Parties hereto shall cooperate with each other and Merger Sub shall use its their respective reasonable best efforts to, and shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary hereby and to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 ARTICLE VII to be satisfied as promptly as practicable after satisfied, including (i) the date obtaining of this Agreementall necessary actions or non-actions, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, consents and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity approvals (including those in connection with the HSR Act specified below) from Governmental Entities or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all persons necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement Agreement, including the Merger, and the making of all necessary registrations and filings (zincluding filings with Governmental Entities, if any) seeking and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application Governmental Entity or other filing under the rules and regulations of any applicable Law persons necessary in connection with the Offer, the Merger or any consummation of the other transactions contemplated by this Agreement, including the Merger, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions, including the Merger, to be performed or consummated by such Party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining Order entered by any court or other Governmental Entity vacated or reversed, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and any other transactions to be performed or consummated by such Party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoingforegoing in Section 6.5(a), each Party shall: of the Parties hereto shall promptly (and in no event later than ten (10) Business Days following the date that this Agreement is executed) (i) give make and not withdraw (except with the prior written consent of the other Party) its respective filings under the HSR Act, and the Parties prompt notice shall request early termination of the making or commencement of any requeststatutory waiting period with respect thereto, inquiryand (ii) make in good faith such joint filings with CFIUS as shall be appropriate pursuant to Exon-Xxxxxx, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated hereby, including the Merger, and thereafter use their reasonable best efforts to make any other required submissions and substantially comply with any additional requests for information by this Agreementany antitrust authority or CFIUS, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) as promptly inform the other Parties of any communication as reasonably practicable make all filings or notifications to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding foreign or multijurisdictional body that are required under any applicable Antitrust Laws, or that are otherwise agreed by the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to be advisable in connection with the Offer, the Merger or any completion of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement Agreement. Parent and Merger Sub agree to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Entity, in each case with competent jurisdiction, so as soon as practicable after to enable the date of Parties to close the transactions contemplated by this Agreement (but in any event not later than the Outside Date)Agreement, including proposingthe Merger, negotiatingas promptly as practicable, effecting and agreeing toincluding committing to or effecting, by consent decree, hold separate order orders, trust, or otherwise, any sale, divestiture, license, holding separate the sale or other similar arrangement with respect todisposition of such assets or businesses as are required to be divested in order to avoid the entry of, or other disposition to effect the dissolution of or restriction onvacate or lift, any Order, that would otherwise have the effect of preventing or all materially delaying the consummation of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests thereinMerger and the other transactions contemplated by this Agreement. Further, and taking such action or actions that would in for the aggregate have a similar effectavoidance of doubt, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall will take any and all actions necessary in order to ensure that (x) no requirement for any non-action, a waiver, action by or consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General the Federal Trade Commission or other foreign or U.S. Governmental EntityEntity with respect to any Antitrust Laws, (y) no decree, judgment, injunction, temporary restraining order or any other order Order in any suit or proceedingproceeding with respect to any Antitrust Laws, and (z) no other matter relating to any antitrust or competition Law, Antitrust Laws would preclude satisfaction consummation of the Offer conditions Merger by the Outside End Date. The Company shall agree if, but solely if, requested Each Party will bear its own costs for the preparation and filing of any notification and report required by Parent so as any Antitrust Law or response to permit the expiration or termination any request for additional information. (c) In furtherance and not in limitation of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Lawforegoing in Section 6.5(a), in each case as soon promptly as practicable after the date of this Agreement (but in any event not later than Agreement, the Company and Parent, as applicable, shall make the filings necessary to satisfy obtain the HSR Condition in Annex I at least three Business Days prior Required Regulatory Approvals, other than the NRC Consents required to be obtained with respect to the Expiration DateNRC Licenses and the NDA Consent. In fulfilling their respective obligations under this Section 6.5(c), the Company and Parent shall each use reasonable best efforts to effect or cause to be effected any such filings within thirty (30) days after the date of this Agreement. Each Party will bear its own costs of the preparation and review of any such filings. Notwithstanding anything to the contrary contained in this Section 6.5(c), no Party or any of their respective Affiliates shall agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction onbe required to agree to, any conditions, provisions, amendments, agreements, Liabilities, or terms which would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) In furtherance and not in limitation of its businessesthe foregoing in Section 6.5(a), product lines, divisions or assets or interests thereinas promptly as practicable after the date of this Agreement, and take no later than five (5) Business Days after the date of this Agreement or such action other period as may be agreed in writing by the Parties, the Company and Parent shall file with NRC an application requesting consent under Section 184 of the Atomic Energy Act and 10 C.F.R. § 50.80 for the indirect transfer of control of the NRC Licenses as a result of the Merger, and any other related approvals required under the NRC Consents required to be obtained with respect to the NRC Licenses. The Parties shall use, their reasonable best efforts to obtain such consents as promptly as practicable. Each Party will bear its own costs of the preparation of any such filings and NRC fees shall be equally shared by the Parties. Thereafter, the Company and Parent shall cooperate with one another to facilitate NRC review of the application by providing the NRC staff with such documents or actions information that would the NRC staff may require any of the Parties to provide or generate. Notwithstanding anything to the contrary contained in this Agreement, with respect to the NRC Consents required to be obtained with respect to the NRC Licenses, no Party nor any of their respective Affiliates shall agree to, or be required to agree to, any conditions, provisions, amendments, agreements, Liabilities, or terms to which any of paragraphs (i) through (iii) of Section 7.1(e) apply, taken individually or in the aggregate have a similar effect; providedaggregate. (e) In furtherance and not in limitation of the foregoing in Section 6.5(a), howeveras promptly as practicable after the date of this Agreement, that any and no later than five (5) Business Days after the date of this Agreement or such saleother period as may be agreed in writing by the Parties, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence ofCompany shall cause ES EU to notify the NDA in writing of the Merger and to request the written consent of the NDA to the indirect change of control of ES EU consequent to the Merger as required by the Magnox Parent Body Agreement (the "NDA Consent"). The Company shall use, and shall become effective only from cause ES EU to use, its reasonable best efforts to obtain the NDA Consent within sixty (60) days after the date of this Agreement. In furtherance and afternot in limitation of the following in Section 6.5(h), the Effective TimeCompany shall promptly notify Parent upon the receipt by the Company or ES EU of any comments from the NDA (or the staff of the NDA) or any request of the NDA (or the staff of the NDA) with respect to the NDA Consent, and shall provide Parent with copies of all correspondence between the Company, ES EU and the Company Representatives, on the one hand, and the NDA (or the staff of the NDA), on the other hand. The Company shall use, and cause ES EU to use, its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the NDA (or the staff of the NDA) with respect to the NDA Consent, and the Parties shall co-operate with one another to facilitate the NDA's review of the request for the NDA Consent by providing the NDA as promptly as reasonably practicable with such documents or information that the NDA may reasonably request or require any of the Parties or their respective Subsidiaries to provide. Notwithstanding anything to the contrary contained in this Agreement, with respect to the NDA Consent, no Party nor any of their respective Affiliates shall agree to, or be required to agree to, any conditions, provisions, amendments, agreements, Liabilities, or terms to which any of paragraphs (i) through (iii) of Section 7.1(e) apply, taken individually or in the aggregate. (f) Each of Parent and the Company shall not, and it give (or shall cause its respective Subsidiaries not to(as well as, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion in the case of the assets Company, the Magnox Companies) to give) any notices to Third Parties, and Parent shall use, and cause each of its Affiliates to use, its reasonable best efforts, and the Company shall use its reasonable best efforts to cooperate with Parent in its efforts, and the Company shall use, and cause each of its Subsidiaries and the Magnox Companies to use, its reasonable best efforts to obtain any Third Party consents not covered by Section 6.5(a) through Section 6.5(e) above that are necessary, proper or equity inadvisable to consummate the Merger or to avoid the loss as the result of the Merger of any material Permit, Company Material Contract or by any other manner, any business Government Bid to which the Company or any corporation, partnership, association or other business organization or division or part thereof, Company Subsidiary or any securities Magnox Company is a party and for which an award has not been issued prior to the date of this Agreement. Each Party will bear its own costs incurred in connection with this Section 6.5(f). Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or collection of assetsconsent from any Person (other than a Governmental Entity) with respect to the Merger, if doing so would reasonably be expected to: (i) impose without the prior written consent of Parent, none of the Company or any material delay in of its Subsidiaries or any of the obtaining of, Magnox Companies shall pay or materially increase the risk of not obtaining, any consent, commit to pay to such Person whose approval or exemption consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) neither Parent nor Merger Sub shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation. (g) Each of Parent and the Company shall, upon request by the other, furnish the other with all information concerning itself, its Affiliates, and its or its Affiliates' directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Affiliates to any Third Party and/or any Governmental Entity necessary to consummate the Offer, in connection with the Merger and the other transactions contemplated by this Agreement or Agreement. Subject to applicable Laws relating to the expiration or termination exchange of any applicable waiting period under applicable Law; (ii) materially increase the risk information and advice of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreementcounsel, each of Parent and the Company shallshall have the right to review in advance, and shall cause to the extent practicable each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, will consult with the other on and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on consider in good faith the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any views of the other transactions contemplated by this Agreementin connection with, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation all of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, information relating to the knowledge of Parent or the Company, as the case may be, threatened and any of their respective Representatives, that appears in any filing made with, or written materials submitted to, any Third Party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of the Company and Parent shall act reasonably foreseeableand as promptly as practicable. (h) Subject to applicable Laws and the requirements of any Governmental Entity, the Company and Parent each shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or any Parent Representative, or the CompanyCompany or any Company Representative, as the case may be, from any Third Party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated in this Agreement. Neither the Company nor Parent shall promptly inform permit any of its officers or any of its other Representatives to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry unless it consults with the other Party thereof in writing and shall provide advance and, to the extent permitted by such Governmental Entity, gives the other Party with such updates the opportunity to attend and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementparticipate thereat. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to, and shall use its their respective reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) 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 parties in doing, all things necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date hereof and, other than in the case of this Agreementclause (iv) below, in no event later than the End Date, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any), (ii) takethe delivery of required notices to, and the obtaining of required consents or waivers from, Third Parties (provided, that the Company shall not be obligated to make any payment or commercial concession to any Third Party, or cause incur any liability, as a condition to be taken(or in connection with) obtaining any such consent or waiver, all actions consistent with this Section 5.5(a) necessary to cause unless such payment, concession or liability is requested by Parent and is conditioned and effective only upon the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this AgreementClosing), (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of any additional instruments necessary to consummate the Mergers and to fully carry out the purposes of this Agreement and (iv) the consummation preparation and timely filing of any reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed filing of a Current Report on Form 8-K by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with following the consummation of the OfferMergers to include financial statements of the Company and other financial information (including pro forma financial information) in compliance with Regulation S-X promulgated by the SEC. (b) In furtherance and not in limitation of the foregoing, each of the Merger Company (and its Affiliates, if applicable) and Parent (and its Affiliates, if applicable) shall: (i) promptly, but in no event later than 10 Business Days after the date hereof (or in the event that the relevant Governmental Authority has suspended its acceptance of filings under the HSR Act for any of reason, five Business Days after the Governmental Authority resumes normal operating procedures), file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Mergers and the other transactions contemplated by this Agreement Agreement; provided. that if there are any changes in the applicable regulations under the HSR Act between the date hereof and the date of filing pursuant to the HSR Act, then the Company and Parent shall use reasonable best efforts to file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter; (zii) seeking any such actionsas promptly as reasonably practicable, but in no event later than 20 Business Days after the date hereof, make all filings necessary to timely obtain all consents, approvals permits, authorizations, waivers, clearances and approvals, and shall cause the expiration or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations termination of any applicable Law waiting periods, as may be required under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.10(b) of the Company Disclosure Schedule (to the extent required or advisable); and (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Authority under applicable Antitrust Laws or Foreign Investment Laws in connection with the OfferMergers and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with a request for additional information in order to commence or end a statutory waiting period. Parent shall pay all filing fees under the Merger HSR Act and other applicable Antitrust Laws or Foreign Investment Laws, and the Company shall not be required to pay any of filing fees to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws, in connection with the Mergers or the other transactions contemplated by this Agreement. (bc) At Parent’s requestWithout limiting the generality of anything contained in this Section 6.10, the Company each party hereto shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their use reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or to: (i) give the other Contracts in connection with consummation parties prompt notice of the Offermaking or commencement of any substantive request, inquiry or Proceeding by any Governmental Authority with respect to the Merger or any of Mergers and the other transactions contemplated by this Agreement. The Company shall coordinate ; (ii) keep the other parties reasonably informed as to the status of any such request, inquiry or Proceeding; (iii) promptly inform the other parties of any substantive communication to or from the FTC, DOJ or any other Governmental Authority to the extent regarding the Mergers and cooperate the other transactions contemplated by this Agreement, or regarding any such request, inquiry or Proceeding, and provide a copy of all substantive written communications; and (iv) in the case of Parent, pull and re-file any notice under the HSR Act only after consulting in good faith with Parent in determining whether any actions, consents, approvals or waivers are required and the consent of the other party (such consent not to be obtained from parties unreasonably withheld, conditioned or delayed). Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the material information relating to Parent or the Company, as the case may be, and any Company Material Contracts of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with consummation of the Offer, the Merger or any of Mergers and the other transactions contemplated by this Agreement and seeking shall consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; provided, however, that either party may limit access to information solely to those individuals acting as outside antitrust counsel for the other parties (provided that such counsel shall not disclose such information to such other parties and shall enter into a joint defense agreement with the providing party) and that neither party shall be required to provide the other party or their counsel access to its filing(s) contemplated in Section 6.10(b). In addition, except as may be prohibited by any such actionsGovernmental Authority or by any Applicable Law, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consentsrequest, approvals inquiry or waivers without the prior written consent of Parent. (c) Parent shall, on behalf Proceeding in respect of the PartiesMergers and the other transactions contemplated by this Agreement, control each party hereto will permit authorized Representatives of the other party to be present at each substantive meeting or conference relating to such request, inquiry or Proceeding and lead all communications to have access to and be consulted in connection with any substantive document, opinion or proposal made or submitted to any Governmental Entity relating Authority in connection with such request, inquiry or Proceeding. Any disclosures, rights to antitrust participate or provisions of information by one party to the other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with under this Section 5.5. In furtherance 6.10(c) may be made on a counsel-only basis and not in limitation of redacted for legal privilege to the foregoing, Parent shall consult with extent required under applicable Law or to remove references concerning the Company and consider in good faith the views valuation of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that confidential competitively sensitive business information of the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will controlCompany. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect Xxxxxx agrees to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) take promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under any antitrust or competition Law the Antitrust Laws that may be asserted required by any Governmental Entity or any other Person Authority, so as to enable the Parties parties hereto to consummate the Offer, the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but and in any event not no later than the Outside End Date), including proposing(i) committing to or effecting, negotiatingby consent decree, effecting hold separate order, trust, or otherwise, the sale, divestiture, license, transfer, assignment or other disposition of assets or businesses of the Company or its Subsidiaries and agreeing tocontrolled Affiliates, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of the Company or its Subsidiaries and controlled Affiliates and (iii) creating or consenting to create or enter into any agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an Order or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company; provided, however, that any such action must be conditioned upon consummation of the Mergers and the other transactions contemplated by this Agreement) (each action contemplated by clauses (i) through (iii) a “Specified Action”); provided, further, that notwithstanding anything to the contrary in this Agreement (including pursuant to this Section 6.10(d)), none of Parent, Acquirer, Merger Sub, Merger Sub II or any other Affiliate of Parent shall be required to take any actions (including any Specified Actions) or propose, negotiate, offer to commit or agree to any restrictions, conditions, restraints or concessions (including any Specified Actions) that would result in a Burdensome Condition, and none of the Company or any of its Subsidiaries shall take any actions (including any Specified Actions) or propose, negotiate, offer to commit or agree to any restrictions, conditions, restraints or concessions (including any Specified Actions) that would result in a Burdensome Condition without the prior written consent of Parent. Parent and the Company shall cooperate in good faith in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any saleand all Specified Actions (other than any Specified Action that would result in the imposition of a Burdensome Condition) as may be required to resolve any Governmental Authority’s objections to the Mergers and the other transactions contemplated by this Agreement. (e) Subject to Section 6.10(d), divestiture, license, holding separate or in the event that any Proceeding is commenced challenging the Mergers and the other similar arrangement with respect totransactions contemplated by this Agreement and such Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Mergers and the other disposition transactions contemplated by this Agreement, each of or restriction on, any or all of Parent’s or the Company’s respective businesses, product linesParent, divisions Acquirer, Merger Sub and Merger Sub II shall use reasonable best efforts to cooperate with each other to contest any such Proceeding and to have vacated, lifted, reversed or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, overturned any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunctioninjunction or other Order, temporary restraining order whether temporary, preliminary or any other order permanent, that is in any suit effect and that prohibits, prevents or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction restricts consummation of the Offer conditions Mergers and the other transactions contemplated by this Agreement, which reasonable best efforts shall not, for the Outside Date. The Company shall agree ifavoidance of doubt, but solely ifinclude proposing, requested by Parent so as negotiating, offering to permit the expiration commit or termination of the applicable waiting periods under the HSR Act or the receipt of agreeing to commit any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions Specified Action that would result in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective TimeBurdensome Condition. (f) Parent None of Parent, Acquirer, Merger Sub or Merger Sub II shall, nor shall not, and it shall cause its they permit any of their respective Subsidiaries not or controlled Affiliates to, directly or indirectly, acquire, purchase, lease or license (acquire or agree to acquireacquire any rights, purchaseassets, lease business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so such acquisition would reasonably be expected to: to (ix) impose any material delay in the obtaining of, or materially increase the risk of not obtainingobtaining any applicable clearance, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offerapproval, the Merger and the other transactions contemplated by this Agreement or the waiver, waiting period expiration or termination of any applicable waiting period under applicable Law; termination, non-action or other authorization, (iiy) materially increase the risk of any Governmental Entity Authority entering any judgment, decree, injunction or other order an Order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each or (z) materially delay the consummation of the transactions contemplated by this Agreement to a date after the End Date. (g) Parent and the Company shallshall jointly (i) direct, devise and implement the strategy for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take in connection with all actions, meetings and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist communications (including any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturnednegotiations) with, any decree, judgment, injunction Governmental Authority that has authority to enforce any Antitrust Law and (ii) control the defense and settlement of any Proceeding brought by or other order, whether temporary, preliminary or permanent, before any Governmental Authority that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or has authority to enforce any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoingAntitrust Law; provided that, in the event that any such litigation, of a dispute regarding the appropriate course of action or proceeding is commenced against Parent or regarding the Company (foregoing or any matter contemplated by this Section 6.10, Parent shall be entitled to make the final determination after considering in good faith the view of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to, and shall use its their reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) 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 parties in doing, all things necessary, proper or advisable under applicable Applicable Law or otherwise to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement Agreement, including (i) using reasonable best efforts to obtain all necessary actions or non-actions, waivers, consents and approvals from Governmental Authorities and to make all necessary registrations and filings (including filings with Governmental Authorities, if any) and to take such steps as promptly as practicable after the date of this Agreementmay be necessary to obtain an approval or waiver from, or to avoid a Proceeding by, any Governmental Authorities, (ii) takeusing reasonable best efforts to deliver required notices to, and obtain required consents or cause to be takenwaivers from, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, Third Parties and (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all additional instruments necessary filings with respect to this Agreement, the Offer and consummate the Merger as required under and to fully carry out the HSR Act, and (vi) as promptly as practicable after the date purposes of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than five Business Days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement and shall use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable Antitrust Laws (to the extent required); (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, as well as any information required to be submitted to comply with a request for additional information in order to commence or end a statutory waiting period; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Merger and the other transactions contemplated by this Agreement; and (v) promptly take, and cause its Subsidiaries to take, all reasonable actions and steps requested or required by any Governmental Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the prompt expiration or termination of any applicable waiting period and to resolve such objections, if any, as the FTC and the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are required with respect to the Merger and the other transactions contemplated by this Agreement; provided that (A) the Company and its Subsidiaries will only be required to take or commit to take any such action, or agree to any such condition or restriction, of the type described in this clause (v) if such action, commitment, agreement, condition or restriction is binding on the Company or its Subsidiaries, only in the event the Closing occurs and (B) neither the Company nor any of its Subsidiaries will take or commit to take any such action of the type described in this clause (v), or agree to any such condition or restriction of the type described in this clause (v), without the prior written consent of Parent. Parent shall pay all filing fees under the HSR Act and other applicable Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Authority (or any other Person) in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (c) Without limiting the generality of anything contained in this Section 6.12, each party hereto shall: (i) give the other Parties parties prompt notice of the making or commencement of any request, inquiry, investigation, action inquiry or legal proceeding Proceeding by or before any Governmental Entity Authority with respect to the Offer, the Merger or any of and the other transactions contemplated by this Agreement, ; (ii) keep the other Parties parties reasonably informed as to the status of any such request, inquiry, investigation, action inquiry or legal proceeding and Proceeding; (iii) promptly inform the other Parties parties of any communication to or from the Federal Trade CommissionFTC, the Department of Justice DOJ or any other Governmental Entity Authority to the extent regarding the Offer, the Merger or any of and the other transactions contemplated by this Agreement, or regarding any such request, inquiry or Proceeding, and provide a copy of all written communications; and (iv) pull and re-file any notice under the HSR Act only if the other parties hereto agree. Each Party Subject to Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult and cooperate with the other Parties on all the information relating to Parent or the Company, as the case may be, and will consider any of their respective Subsidiaries that appear in good faith the views of the other Parties in connection with any filingfiling made with, analysisor written materials submitted to, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted any third party and/or any Governmental Authority in connection with the Offer, the Merger or any of and the other transactions contemplated by this AgreementAgreement and shall incorporate all comments reasonably proposed by Parent or the Company, as the case may be; provided, however, that if review of any information would be material in connection with any second request (or similar process) such information shall be provided solely to those individuals acting as outside antitrust counsel for the other parties (provided that such counsel shall not disclose such information to such other parties and shall enter into a joint defense agreement with the providing party). In addition, except as may be prohibited by any Governmental Entity Authority or by any Applicable Law, in connection with any such request, inquiry, investigation, action inquiry or legal proceedingProceeding in respect of the Merger and the other transactions contemplated by this Agreement, each Party party hereto will permit authorized representatives Representatives of the other Parties party to be present at each meeting or conference (including telephonic) relating to such request, inquiry, investigation, action inquiry or legal proceeding Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity Authority in connection with such request, inquiry, investigation, action inquiry or legal proceedingProceeding. (ed) In furtherance and not in limitation of the foregoing, and notwithstanding anything Parent agrees to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take promptly any and all steps necessary to avoid and avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under any antitrust or competition Law Antitrust Laws that may be asserted required by any Governmental Entity or any other Person Authority, so as to enable the Parties parties hereto to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement on a timely basis (but and in any event not no later than three Business Days prior to the Outside End Date), including proposing(i) committing to or effecting, negotiatingby consent decree, effecting hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or the Company or their respective Subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or their respective Subsidiaries and agreeing to(iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or the Company or their respective Subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an Order or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company; provided, however, that any such action may, at the discretion of Parent or the Company, be conditioned upon consummation of the Merger and the other transactions contemplated by this Agreement) (each a “Divestiture Action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any Order that would otherwise have the effect of preventing consummation of the Merger and the other transactions contemplated by this Agreement, and to ensure that no Governmental Authority with the authority to clear, authorize or otherwise approve consummation of the Merger and the other transactions contemplated by this Agreement, fails to do so on a timely basis and in any event no later than three Business Days prior to the End Date. Parent and the Company shall cooperate in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or and all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations Divestiture Actions or otherwise taking actions that would limit their respective freedom of action with respect toto offer to take or offer to commit (and if such offer is accepted, or ability commit to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall and effect) to take any and all actions necessary in order Divestiture Action as may be required to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, resolve any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior Authority’s objections to the Expiration Date), to effect Merger and agree to any sale, divestiture, license, holding separate or the other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Timetransactions contemplated by this Agreement. (fe) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of In the assets of or equity in, or by event that any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, Proceeding is commenced challenging the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any and such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that Proceeding seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the prevent consummation of the Offer, the Merger or any of and the other transactions contemplated by this Agreement, each of Parent and the Company shall, and Merger Sub shall cause each of use their respective Subsidiaries to, use its reasonable best efforts to take any and all actionsaction to resolve any such Proceeding and each of the Company, Parent and do all things necessary, proper or advisable, and Merger Sub shall cooperate with each other, other and use its respective reasonable best efforts to contest and resist any such litigation, action or proceeding, including through litigation on the merits Proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other orderOrder, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger or any of and the other transactions contemplated by this Agreement. (f) Neither Parent nor Merger Sub shall, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of nor shall they permit their respective directors Subsidiaries to, acquire or Subsidiariesagree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition, would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request waiver under Antitrust Laws with respect to such litigation, action or proceeding, the Merger and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of by this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, the Company, Company and Parent and Merger Sub shall use its reasonable best efforts to, and shall use its their reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary and to do, or cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreementdone, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, advisable under Applicable Law to contest and resist any such litigation, action or proceedingconsummate the Transactions as promptly as practicable, including through litigation on the merits (i) preparing and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case filing as promptly as practicable with any Governmental Authority or other Third Party all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and in other documents, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, licenses, waivers, expiration of the applicable waiting periods and other confirmations required to be obtained from any event no later than Governmental Authority (including from MARAD) or other Third Parties that are necessary to satisfy consummate the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoingTransactions, in the event that (iii) defending or contesting any such litigation, action or proceeding is commenced against Parent Proceeding challenging this Agreement or the Company Transactions and (or iv) executing and delivering any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, additional instruments necessary to consummate the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementTransactions. (hb) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub Parent and the Company shall provide such information make, or shall cause their respective ultimate parent entity (as defined in the HSR Act) to make, (i) all pre-merger notification filings required under the HSR Act, and execute such further instruments and written assurances as may be reasonably requested by the (ii) each other Parties and assist and cooperate with the other Partiesfiling required pursuant to any Foreign Antitrust Law, in each case in accordance with respect to the Transactions as identified on Schedule 3.01(c) (together with the provisions of this AgreementHSR Act, in order to carry into effect the intents and purposes of, “Premerger Notification Rules”) and to consummate the transactions contemplated by, this Agreement supply as promptly as practicable any information and any material that may be requested in connection with the preparation and submission of any filing or submission under any Premerger Notification Rules, and (iii) any required filings in connection with MARAD Approval, in the case of clause (i), (ii), and (iii) as promptly as reasonably practicable (and in any event, within fifteen (15) Business Days after the date hereof unless the parties otherwise agree in writing). Each of Parent and the Company shall cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance in connection with its preparation of any filings and submissions under any Premerger Notification Rules. Unless otherwise agreed, Parent and the Company shall use their reasonable best efforts to obtain the expiration of any applicable waiting period under any Premerger Notification Rules as promptly as practicable and obtain the consents, authorizations or approval of MARAD as promptly as practicable and in any event prior to the Outside Date. Parent and the Company shall each use its reasonable best efforts to respond to and comply with any request for information from any Governmental Authority, including those charged with enforcing, applying, administering, or investigating any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraining trade or abusing a dominant position, including the Federal Trade Commission, the Department of Justice, any attorney general of any state of the United States, or any other competition authority of any jurisdiction. Parent and the Company will each promptly furnish the other with copies of all written communications (and memoranda setting forth the substance of any oral communication) with any Governmental Authority in connection with the transactions contemplated by this Agreement; provided, however, that the providing party may redact information related to the transaction value and reasonably designate materials that are competitively sensitive for review by the other’s outside counsel only. (c) Parent and the Company shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from any Governmental Authority. (d) Each of Parent and the Company shall (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act, any Foreign Antitrust Law or MARAD, (ii) give the other party reasonable prior notice of all filings or submissions (including any memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement or the Transactions, articulating any regulatory or competitive argument) or responding to requests or objections made by any Governmental Authority to any Governmental Authority under the Premerger Notification Rules and MARAD and, to the extent reasonably practicable, of any material communication with, and any inquiries or requests for additional information from, any other Governmental Authority regarding the Transactions, and permit the other party to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with, any such filings, submissions, memoranda, white papers, correspondence, communications, inquiries or requests, and (iii) unless prohibited by Applicable Law or by the applicable Governmental Authority, and to the extent reasonably practicable, (A) not participate in or attend any meeting with any Governmental Authority in respect of the Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting, (C) in the event one party is prohibited by Applicable Law or by the applicable Governmental Authority from participating in or attending any such meeting, keep such party apprised with respect thereto, (D) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending this Agreement or the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Authority, and (E) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives, on the one hand, and any Governmental Authority or members of any Governmental Authority’s staff, on the other hand, with respect to this Agreement or the Transactions; provided, however, that any materials furnished by Parent or the Company to the other party pursuant to this Section 6.01(d) may be redacted (1) to remove references concerning the valuation of the Company or (2) as Parent or the Company, as applicable, determines in good faith is necessary to comply with contractual arrangements or other confidentiality obligations or Applicable Law or to address reasonable attorney-client or other privilege concerns. (e) With regard to any Governmental Authority in connection with Premerger Notification Rules or MARAD Approval, neither the Company nor any of its respective Affiliates shall, without Parent’s written consent, discuss or commit to any divestiture transaction, or discuss or commit to alter their respective businesses or commercial practices in any way, or otherwise take or commit to take any action that limits Parent’s freedom of action with respect to, or Parent’s ability to retain any of the businesses, product lines or assets of, the Company or otherwise receive the full benefits of this Agreement. (f) In furtherance and not in limitation of the foregoing, each of Parent and Merger Sub (i) shall, and shall cause its Affiliates to, comply in all material respects with all of its and their obligations under the MARAD Sale Agreement and (ii) 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 necessary, proper or advisable to maintain the eligibility of the MARAD Assets for documentation with fishery endorsements, consistent with the eligibility conditions set forth in that certain letter from the United States Maritime Administration to Xxxxxxx X. Xxxxx, Esq., dated as of September 29, 2017, including, without limitation, entering into or, in each case, causing its Affiliates to enter into on or prior to the Closing Date, as applicable: (A) the Fish Supply Agreement, by and among the MARAD Subsidiary and OPI in substantially the form attached to the MARAD Sale Agreement; and (B) the Stockholder Agreement, by and among Xxxx Xxxxxx, VesselCo Holdings and an affiliate of Parent in substantially the form attached to the MARAD Sale Agreement. (g) Parent agrees that, from and after the date hereof and prior to the Effective Time, and except as may be agreed in writing by the Company or as may be expressly permitted pursuant to this Agreement, Parent shall not, and shall not permit any of the Parent Subsidiaries to agree, in writing or otherwise, to take any action which could reasonably be expected to result in the failure to satisfy any condition to the Merger or a Parent Material Adverse Effect.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of Purchaser, Seller and the Company, Parent and Merger Sub shall use its reasonable best efforts to, and Company shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective effective, in the Offermost expeditious manner practicable, the Merger and each of Transactions, including: (i) causing the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act to terminate or expire at the earliest possible date (the “HSR Approval”), including any extensions thereof) by filing or causing to be filed as soon promptly as practicable practicable, but in no event later than 30 days after the date hereof, with the Federal Trade Commission and the United States Department of this AgreementJustice, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from Antitrust Division any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders notifications required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the Transactions; (ii) obtaining in the most expeditious manner practicable all other necessary actions or any other antitrust or competition Law)nonactions, Consents, Governmental Authorizations and Orders (including with respect to the Required Regulatory Approvals) from Governmental Entities in connection with the authorization, execution execution, delivery, performance and delivery consummation of this Agreement Agreement, the Ancillary Documents and the Transactions; (iii) vigorously defending any lawsuits or other legal proceedings, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting this Agreement, the Ancillary Documents or the Transactions (including all regulatory proceedings necessary or advisable in connection with obtaining the Required Regulatory Approvals ) or seeking to prohibit or delay the consummation of the transactions contemplated herebyTransactions or rescind, including vacate, or otherwise challenge any Orders granted; (iv) seeking to have lifted or rescinded any injunction or restraining order which may adversely affect the Offer and ability of the Merger, parties to consummate the Transactions; (v) as promptly as practicable (practicable, and in any event within ten Business Days, unless otherwise agreed by the Parties) 45 days after the date of this Agreementhereof, make making or causing to be made all necessary notifications, applications and filings (including with respect to this Agreementthe Required Regulatory Approvals), the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity)submissions, and pay any fees due in connection therewith, with respect to this Agreement, the Offer Ancillary Documents and the Merger Transactions required under (A) or with respect to the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition LawRequired Regulatory Approvals; provided, however, that each of Seller, the Company, Parent Company and Merger Sub Purchaser shall cooperate with the each other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, required in connection with the consummation of Transactions (including with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement Required Regulatory Approvals) and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement.; and (bvi) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) executing and delivering any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity additional instruments necessary to consummate the Offer, Transactions and fully carry out the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each party will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company each party hereto agrees to make an appropriate filing of a Notification and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as Report Form pursuant to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity HSR Act with respect to the Offer, the Merger or transactions contemplated hereby as promptly as practicable and in any event within ten business days of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding date hereof and to have access to supply as promptly as practicable any additional information and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law documentary material that may be asserted by any Governmental Entity or any requested pursuant to the HSR Act and to take all other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit cause the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Timepracticable. (fb) Each of Parent shall notand Company shall, in connection with the efforts referenced in Section 5.07(a) to obtain all requisite approvals and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of authorizations for the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or under the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger HSR Act or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries toAntitrust Law, use its reasonable best efforts to take (i) cooperate in all actions, and do all things necessary, proper or advisable, and cooperate respects with each other, to contest other in connection with any filing or submission and resist in connection with any such litigation, action investigation or proceedingother inquiry, including through litigation on any proceeding initiated by a private party; (ii) keep the merits and appealother party informed in all material respects of any material communication received by such party from, and or given by such party to, as applicablethe Federal Trade Commission (the "FTC"), avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation Antitrust Division of the Offer, Department of Justice (the Merger "DOJ") or any other Governmental Authority and of the other transactions contemplated any material communication received or given in connection with any proceeding by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Partiesprivate party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any material communication given by it to, and consult with each other in accordance advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Authority or, in connection with the provisions any proceeding by a private party, with any other Person. For purposes of this Agreement, in order to carry into effect "Antitrust Law" means the intents and purposes ofSherman Act, as amended, the Clayton Act, as amended, the HSR Acx, xxx Federal Trade Commissixx Xxx, as amended, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to consummate prohibit, restrict or regulate actions having the transactions contemplated by, this Agreement as promptly as practicable after the date purpose or effect of this Agreementmonopolization or restraint of trade or lessening of competition through merger or acquisition.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each party will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary and to do, or cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreementdone, (iv) obtainall things necessary, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations proper or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of advisable under this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules laws and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement and the Stockholders Agreements (but collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make, as promptly as practicable, to the extent it has not already done so, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event not later than within 10 Business Days of the Outside Datedate hereof), including proposing(ii) appropriate filings with the FCC, negotiating, effecting Franchising Authorities and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement PUCs with respect to, or other disposition of or restriction on, any or all of Parent’s or to the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entitytransactions contemplated hereby, (yiii) no decreeappropriate filings with the European Commission in accordance with applicable competition, judgmentmerger control, injunctionantitrust, temporary restraining order investment or similar laws and any other order in any suit or proceedingnecessary filings under the Canadian Investment Regulations within the time periods specified thereunder, and (ziv) no all other matter necessary filings with other Governmental Entities relating to the Mergers, and, in each case, to supply as promptly as practicable any antitrust additional information and documentary material that may be requested pursuant to such laws or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as such authorities and to permit use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act or and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable. Notwithstanding the foregoing, nothing in this Section 6.4 shall require, or be deemed to require, (i) America Online or Time Warner to agree to or effect any divestiture, hold separate any business or assets or take any other approval action if doing so would, individually or in the expiration aggregate, reasonably be expected to result in a Material Adverse Effect on Holdco after the Mergers or termination (ii) America Online or Time Warner to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the Mergers. Neither party shall take or agree to take any action identified in clause (i) or (ii) of the immediately preceding sentence without the prior written consent of the other party (which shall not be unreasonably withheld or delayed). (b) Each of Time Warner and America Online shall, in connection with the efforts referenced in Section 6.4(a) to obtain all Required Approvals, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any applicable waiting period under communication received by such party from, or given by such party to, the FCC, Franchising Authorities, PUCs, the Antitrust Division of the Department of Justice (the "DOJ"), the Federal Trade Commission (the "FTC") or any other antitrust Governmental Entity and of any material communication received or competition Lawgiven in connection with any proceeding by a private party, in each case as soon as practicable after regrading any of the date of this Agreement transactions contemplated hereby, and (but iii) consult with each other in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior advance to the Expiration Date)extent practicable of any meeting or conference with, the FCC, Franchising Authorities, PUCs, the DOJ, the FTC or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to effect and agree to any salethe extent permitted by the FCC, divestiturePUCs, licensethe DOJ, holding separate the FTC or such other applicable Governmental Entity or other similar arrangement with respect toPerson, or give the other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, party the opportunity to attend and take participate in such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, meetings and shall become effective only from and after, the Effective Timeconferences. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (gc) In furtherance and not in limitation of the foregoingcovenants of the parties contained in Section 6.4(a) and 6.4(b), in the event that if any litigation or other administrative or judicial action or proceeding, including any proceeding by a private party, is commenced, instituted (or threatened or is reasonably foreseeable that seeksto be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined below), or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would reasonably be expected to seek, to restrict, prevent, prohibit, impede make the Mergers or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the Offer, the Merger Mergers or any of the other transactions contemplated by this Agreementhereby, each of Parent Time Warner and America Online shall cooperate in all respects with each other and use its respective reasonable best efforts, including without limitation, subject to the Company shallpenultimate sentence of Section 6.4(a), and shall cause each selling, holding separate or otherwise disposing of or conducting their business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct their business in a specified manner or permitting the sale, holding separate or other disposition of, any assets of America Online, Time Warner or their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each otherthe conducting of their business in a specified manner, to contest and resist any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger Mergers or any of the other transactions contemplated by this AgreementAgreement and to have such statute, in any case rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation permit consummation of the foregoing, in transactions contemplated by this Agreement. Notwithstanding the event that any such litigation, action or proceeding is commenced against Parent or the Company (foregoing or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions provision of this Agreement, nothing in order this Section 6.4 shall limit a party's right to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, terminate this Agreement pursuant to Section 8.1(b) or 8.1(c) so long as promptly as practicable after the date such party has up to then complied with its obligations under this Section 6.4. For purposes of this Agreement, "Regulatory Law" means the Xxxxxxx Act, as amended, the EC Merger Regulation, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the Communications Act, the Canadian Investment Regulations, and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate (i) mergers, acquisitions or other business combinations, (ii) foreign investment or (iii) actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions set forth in this Agreement, each of the Company, Parent and Merger Sub shall use its reasonable best efforts to, and parties hereto shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or otherwise Laws and regulations to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after practicable, including (i) the date obtaining of this Agreementall necessary actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals, including the Company Approvals, from Governmental Entities and the making of all necessary registrations and filings 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 Entity, (ii) takethe obtaining of all necessary consents, approvals or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreementwaivers from third parties, (iii) cause each the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the conditions transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the Offer set forth terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, and in Annex I any event no later than fifteen (15) business days after the date hereof, make all required filings of Notification and each of the conditions Report Forms pursuant to the Merger set forth in Section 6.1 to be satisfied HSR Act, (ii) as promptly as practicable after make appropriate filings with the date of this AgreementEuropean Commission in accordance with the EC Merger Regulation, (iviii) obtainuse reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permitsor actions or nonactions, waivers, approvalsauthorizations, authorizations expirations or orders terminations of waiting periods, clearances, consents or approvals are required to be obtained by Parent or from, any other Governmental Entities (including any foreign jurisdiction in which the Company or its Subsidiaries are operating any of their respective Subsidiaries, business) or to avoid or resolve any action or proceeding by any Governmental Entity (including those third parties in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and (y) timely making all such filings and timely seeking all such actions or nonactions, including the Offer waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and the Mergerapprovals, (viv) supply as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional such information and documentary material or documentation that may be requested pursuant to any Regulatory Law (as defined in Section 5.6(f)) by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (Bv) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their use reasonable best efforts to obtain any third party consentstake, approvals or waivers required cause to be obtained under Company Material Contracts taken, all other actions and do, or cause to be done, all other Contracts in connection with consummation of things necessary, proper or advisable to consummate and make effective the Offer, the Merger or any of the other transactions contemplated by this Agreementhereby. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding Without limiting the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, but subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing5.6(e), Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of take all such further action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so resolve such objections, if any, as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the European Commission, state antitrust enforcement authorities or competition authorities of any State Attorney General other nation or other jurisdiction, or any other person, may assert under Regulatory Law with respect to the transactions contemplated hereby, and to avoid or eliminate, and minimize the impact of, each and every impediment under any Law that may be asserted by any Governmental EntityEntity with respect to the Merger in each case so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the initial End Date (as defined in Section 7.1(b)), including, without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets, businesses, products or product lines of Parent or the Company (or any of their respective Subsidiaries or affiliates), (y) no decreecreating or terminating relationships, judgmentventures, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or affiliates and (z) otherwise taking or committing to take actions that after the Closing Date would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ businesses, product lines or assets, in each case as may be required in order to obtain all required actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order order, or any other order in any suit or proceeding, which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the initial End Date (each of (x), (y) and (z) no other matter relating to any antitrust or competition Law), would preclude satisfaction of a “Divestiture Action”). If requested by Parent, the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any saleDivestiture Action, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, provided that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction agreement or action or actions is conditioned on the occurrence of, and shall become effective only from and after, consummation of the Effective TimeMerger. (fc) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree be entitled to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion direct the antitrust defense of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other Person relating to the expiration Merger or termination regulatory filings under applicable Regulatory Law, including any communications with any Governmental Entity relating to any contemplated or proposed Divestiture Action. Without limiting the foregoing and subject to applicable legal limitations and the instructions of any applicable waiting period under applicable Law; Governmental Entity, each of the Company and Parent agrees to (i) cooperate and consult with each other, (ii) materially increase furnish to the risk other such necessary information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party and/or any Governmental Entity with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Governmental Entity with respect to obtaining the necessary approvals for the Merger, and (v) in the case of Parent, not to participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless, to the extent not prohibited by such Governmental Entity, it gives the Company the opportunity to attend and observe. Subject to applicable legal limitations and the instructions of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the OfferEntity, the Merger Company agrees it shall consult with Parent in advance of and not to participate in any meeting or discussion expected to address substantive matters related to the transactions contemplated hereby, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless, to the extent not prohibited by such Governmental Entity, it gives Parent the opportunity to attend and observe. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any of the other transactions contemplated by privilege pursuant to this Agreement; (iii) materially increase the risk of not being able Section in a manner so as to remove preserve any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreementapplicable privilege. (gd) In furtherance and not in limitation of the foregoingcovenants of the parties contained in this Section 5.6, in the event that if any litigation or other administrative or judicial action or proceeding, including any proceeding by a private party, is commenced, instituted (or threatened or is reasonably foreseeable that seeks, or would reasonably to be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or instituted) challenging any of the other transactions transaction contemplated by this AgreementAgreement as violative of any Regulatory Law, each of Parent and the Company shall, and Parent shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (e) Nothing contained in this Agreement requires Parent or Merger Sub to take, in or cause to be taken, and neither Parent nor Merger Sub shall be required to take, or cause to be taken, any case as promptly as practicable and in Divestiture Action with respect to any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoingassets, in the event that any such litigation, action businesses or proceeding is commenced against Parent or product lines of the Company (or any of their respective directors its Subsidiaries, or of Parent or any of its Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status combination thereof, if the overlapping assets, businesses or product lines required to be divested in order to obtain a Company Approval under any Regulatory Law represented in the aggregate in excess of $1.3 billion of revenue for the 12 months ending December 31, 2007 (excluding from such calculation any non-merchant revenues and any revenue of any non-overlapping assets, businesses or product lines which may be divested as part of the applicable Divestiture Action); provided, however, that neither other than in the case of the Company’s assets, businesses and product lines of or marketed or otherwise conducted through the entity identified on Schedule 5.6(e), Parent nor the Company shall not be required to disclose divest any information if assets, businesses or product lines of the Company or any of its Subsidiaries. The parties agree that the calculation of revenue shall (x) be measured by reference to the lowest such disclosure wouldrevenue (excluding any non-merchant revenue) of Parent or the Company for each such overlapping asset, business or product line so required to be divested to obtain such Company Approval, regardless of which asset, business or product line Parent actually divests and (y) in the opinion case of its outside counselthe entity identified on Schedule 5.6(e), jeopardize any attorney-client only include the Company’s portion of the revenue generated from or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable through such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreemententity. (hf) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions For purposes of this Agreement, in order to carry into effect “Regulatory Law” means the intents and purposes ofXxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulation, and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including without limitation any antitrust, competition or trade regulation Laws, that are designed or intended to consummate prohibit, restrict or regulate actions having the transactions contemplated by, this Agreement as promptly as practicable after the date purpose or effect of this Agreementmonopolization or restraint of trade or lessening competition through merger or acquisition.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each party will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary and to do, or cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreementdone, (iv) obtainall things necessary, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations proper or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of advisable under this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules laws and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger Mergers and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Mergers or any of the other transactions contemplated by this Agreement and the Stockholders Agreements (but collectively, the "Required Approvals") and (ii) taking all reasonable steps as may be necessary to obtain all such Necessary Consents and the Required Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make, as promptly as practicable, to the extent it has not already done so, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event not later than within 10 Business Days of the Outside Datedate hereof), including proposing(ii) appropriate filings with the FCC, negotiating, effecting Franchising Authorities and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement PUCs with respect to, or other disposition of or restriction on, any or all of Parent’s or to the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entitytransactions contemplated hereby, (yiii) no decreeappropriate filings with the European Commission in accordance with applicable competition, judgmentmerger control, injunctionantitrust, temporary restraining order investment or similar laws and any other order in any suit or proceedingnecessary filings under the Canadian Investment Regulations within the time periods specified thereunder, and (ziv) no all other matter necessary filings with other Governmental Entities relating to the Mergers, and, in each case, to supply as promptly as practicable any antitrust additional information and documentary material that may be requested pursuant to such laws or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as such authorities and to permit use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act or and the receipt of Required Approvals under such other laws or from such authorities as soon as practicable. Notwithstanding the foregoing, nothing in this Section 6.4 shall require, or be deemed to require, (i) America Online or Time Warner to agree to or effect any divestiture, hold separate any business or assets or take any other approval action if doing so would, individually or in the expiration aggregate, reasonably be expected to result in a Material Adverse Effect on Holdco after the Mergers or termination (ii) America Online or Time Warner to agree to or effect any divestiture, hold separate any business or take any other action that is not conditional on the consummation of the Mergers. Neither party shall take or agree to take any action identified in clause (i) or (ii) of the immediately preceding sentence without the prior written consent of the other party (which shall not be unreasonably withheld or delayed). (b) Each of Time Warner and America Online shall, in connection with the efforts referenced in Section 6.4(a) to obtain all Required Approvals, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any applicable waiting period under communication received by such party from, or given by such party to, the FCC, Franchising Authorities, PUCs, the Antitrust Division of the Department of Justice (the "DOJ"), the Federal Trade Commission (the "FTC") or any other antitrust Governmental Entity and of any material communication received or competition Lawgiven in connection with any proceeding by a private party, in each case as soon as practicable after regrading any of the date of this Agreement transactions contemplated hereby, and (but iii) consult with each other in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior advance to the Expiration Date)extent practicable of any meeting or conference with, the FCC, Franchising Authorities, PUCs, the DOJ, the FTC or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to effect and agree to any salethe extent permitted by the FCC, divestiturePUCs, licensethe DOJ, holding separate the FTC or such other applicable Governmental Entity or other similar arrangement with respect toPerson, or give the other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, party the opportunity to attend and take participate in such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, meetings and shall become effective only from and after, the Effective Timeconferences. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (gc) In furtherance and not in limitation of the foregoingcovenants of the parties contained in Section 6.4(a) and 6.4(b), in the event that if any litigation or other administrative or judicial action or proceeding, including any proceeding by a private party, is commenced, instituted (or threatened or is reasonably foreseeable that seeksto be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law (as defined below), or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity which would reasonably be expected to seek, to restrict, prevent, prohibit, impede make the Mergers or the other transactions contemplated hereby illegal or would otherwise prohibit or materially impair or delay the consummation of the Offer, the Merger Mergers or any of the other transactions contemplated by this Agreementhereby, each of Parent Time Warner and America Online shall cooperate in all respects with each other and use its respective reasonable best efforts, including without limitation, subject to the Company shallpenultimate sentence of Section 6.4(a), and shall cause each selling, holding separate or otherwise disposing of or conducting their business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct their business in a specified manner or permitting the sale, holding separate or other disposition of, any assets of America Online, Time Warner or their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each otherthe conducting of their business in a specified manner, to contest and resist any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.Mergers

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each party will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and actions to do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, each of Parent shall consult with and the Company Partnership agrees, and consider in good faith the views Partnership and each of the Company prior Partners and the Transferors agrees to proposinguse its reasonable best efforts to cause the Company, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as file a Notification and Report Form pursuant to the appropriate course HSR Act and any other required regulatory filings with foreign antitrust authorities, the DOT and any other entity as promptly as practicable following the execution of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to this Agreement and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance event no more than ten Business Days thereafter and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of to supply as promptly as practicable any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect additional information and documentary material that may be requested pursuant to the Offer, the Merger HSR Act or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding Authority and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps other actions necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit cause the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after practicable. Such filings shall seek approval for the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement on the basis as if Parent was acquiring more than 50% of the outstanding capital stock of the Company (the Company Acquisition Case ). (b) Each of the parties hereto shall, in connection with the efforts referenced in Section 4.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated hereby, including the Company Acquisition Case, under the HSR Act or the expiration any other Antitrust Law (as defined below), use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or termination of submission and in connection with any applicable waiting period under applicable Lawinvestigation or other inquiry, including any proceeding initiated by a private party; (ii) materially increase keep the risk other parties informed in all material respects of any Governmental Entity entering any judgmentmaterial communication received by such party from, decree, injunction or other order prohibiting the Offergiven by such parties to, the Merger Federal Trade Commission (the FTC ), the Antitrust Division of the Department of Justice (the DOJ ), the DOT, 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 the other transactions contemplated by this Agreementhereby, including the Company Acquisition Case; and (iii) materially increase permit the risk other parties to review any material communication given by it to, and consult with each other in advance of not being able to remove any meeting or conference with, the FTC, the DOJ, the DOT, the European Commission or any such judgmentother Governmental Authority or, decreein connection with any proceeding by a private party, injunction with any other Person, and to the extent permitted by the FTC, the DOJ, the DOT, the European Commission or such other applicable Governmental Authority or other order on appeal Person, give the other parties the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, Antitrust Law means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, applicable DOT regulations, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or otherwise; or (iv) restrict, prevent, intended to prohibit, impede restrict or delay regulate actions having the consummation purpose or effect of the Offer, the Merger monopolization or any restraint of the other transactions contemplated by this Agreementtrade or lessening of competition through merger or acquisition. (gc) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation covenants of the Offer, the Merger or any of the other transactions contemplated by this Agreementparties contained in Sections 4.3(a) and (b), each of Parent and the Company shall, and parties hereto shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take resolve such objections, if any, as may be asserted with respect to the Transactions, including the Company Acquisition Case, under any Antitrust Law, including taking all actionsreasonable actions to obtain clearance, and do or if such clearance cannot be obtained, to reach an agreement, settlement, consent providing for divestiture, a "hold separate" agreement or any other relief with the Governmental Authorities investigating the Transactions; provided, however, that the foregoing shall not require Parent to agree to any asset divestiture or restriction on its or its subsidiaries' or the Company's or its subsidiaries' business operations that would have a material adverse effect on Parent or the Company. In connection with the foregoing, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any of the Transactions, including the Company Acquisition Case, as violative of any Antitrust Law, each of the parties hereto shall cooperate in all things necessary, proper or advisable, and cooperate respects with each other, other and use its respective reasonable best efforts to contest and resist any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or restricts consummation of the transactions contemplated hereby, including the Company Acquisition Case. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 4.3 shall limit a party's right to terminate this Agreement pursuant to 7.1(a)(iii) so long as such party has up to then complied in all material respects with its obligations under this Section 4.3. (d) Each party hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to intentionally and knowingly take any action with the intention and knowledge that such action would make any of its representations or warranties contained herein untrue or incorrect in any material respect or have the effect of delaying the consummation of the Offer, the Merger preventing or disabling it from performing any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of obligations under this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each party will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and actions to do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, each of Parent shall consult with and the Company Partnership agrees, and consider in good faith the views Partnership and each of the Company prior Partners and the Transferors agrees to proposinguse its reasonable best efforts to cause the Company, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as file a Notification and Report Form pursuant to the appropriate course HSR Act and any other required regulatory filings with foreign antitrust authorities, the DOT and any other entity as promptly as practicable following the execution of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to this Agreement and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance event no more than ten Business Days thereafter and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of to supply as promptly as practicable any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect additional information and documentary material that may be requested pursuant to the Offer, the Merger HSR Act or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding Authority and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps other actions necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit cause the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after practicable. Such filings shall seek approval for the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or on the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any basis as if Parent was acquiring more than 50% of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation outstanding capital stock of the Offer, Company (the Merger or any of the other transactions contemplated by this Agreement"COMPANY ACQUISITION CASE"). (gb) In furtherance and not in limitation Each of the foregoingparties hereto shall, in connection with the event that any litigation or other administrative or judicial action or proceeding is commencedefforts referenced in Section 4.3(a) to obtain all requisite approvals and authorizations for the transactions contemplated hereby, threatened or is reasonably foreseeable that seeksincluding the Company Acquisition Case, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay under the consummation of the Offer, the Merger HSR Act or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries toAntitrust Law (as defined below), use its reasonable best efforts to take (i) cooperate in all actions, and do all things necessary, proper or advisable, and cooperate respects with each other, to contest other in connection with any filing or submission and resist in connection with any such litigation, action investigation or proceedingother inquiry, including through litigation on any proceeding initiated by a private party; (ii) keep the merits and appealother parties informed in all material respects of any material communication received by such party from, and or given by such parties to, as applicablethe Federal Trade Commission (the "FTC"), avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation Antitrust Division of the OfferDepartment of Justice (the "DOJ"), the Merger DOT, the European Commission or any other Governmental Authority and of the other transactions contemplated any material communication received or given in connection with any proceeding by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Partiesprivate party, in each case regarding the transactions contemplated hereby, including the Company Acquisition Case; and (iii) permit the other parties to review any material communication given by it to, and consult with each other in accordance advance of any meeting or conference with, the FTC, the DOJ, the DOT, the European Commission or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the provisions extent permitted by the FTC, the DOJ, the DOT, the European Commission or such other applicable Governmental Authority or other Person, give the other parties the opportunity to attend and participate in such meetings and conferences. For purposes of this Agreement, in order to carry into effect "ANTITRUST LAW" means the intents and purposes ofXxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, applicable DOT regulations, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to consummate prohibit, restrict or regulate actions having the transactions contemplated by, this Agreement as promptly as practicable after the date purpose or effect of this Agreementmonopolization or restraint of trade or lessening of competition through merger or acquisition.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, each of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to (i) cause the Transactions to be consummated as soon as practicable, (ii) make promptly any required submissions and filings under the HSR Act or any other Competition Laws with respect to the Transactions, (iii) promptly furnish information required in connection with such submissions and filing under the HSR Act or any other Competition Laws, (iv) keep the other parties reasonably informed with respect to the status of any such submissions and filings under the HSR Act or any other Competition Laws, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the 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 the HSR Act or any other Competition Laws, (D) the nature and shall status of any objections raised or proposed or threatened to be raised under the HSR Act or any other Competition Laws with respect to the Transactions and (E) the obtaining of all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions as soon as practicable. (b) In furtherance and not in limitation of the foregoing: (i) each party hereto agrees to (A) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as soon as practicable and in any event within ten Business Days after the date hereof (unless the parties otherwise agree to a different date), (B) supply as soon as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (C) use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) 5.3 necessary to cause the expiration or termination of the applicable waiting period periods under the HSR Act (including any extensions thereof) as soon as practicable after and (ii) each party agrees to (A) make the date of this Agreementappropriate filings under any other Competition Laws as soon as practicable and no later than what is required to consummate the Transactions no later than three Business Days before the Termination Date, (iiiB) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied supply as promptly soon as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply practical any additional information and documentary material that may be required or requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, Authority and (BC) use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 5.3 as necessary to obtain any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actionsnecessary approvals, consents, approvals waivers, permits, authorizations or waivers other actions or making any such filings. non-actions from each Governmental Authority as soon as practicable. (c) The Company, Parent and Merger Sub shall shall: (i) promptly furnish to notify each other all information required for any application or other filing under of, and if in writing, furnish the rules and regulations others with copies of any applicable Law (or, in connection with the Offercase of oral communications, advise the Merger or any others of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to givecontents of) any notices communication to third parties, such Person from a Governmental Authority and use, permit the others to review and cause the Company Subsidiaries discuss in advance (and to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith any comments made by the views others in relation to) any proposed written communication to a Governmental Authority, (ii) keep the others reasonably informed of the Company prior to proposingany developments, negotiating, meetings or entering into any agreement, undertaking or understanding (whether oral or written) discussions with any Governmental Entity relating Authority in respect of any filings, investigation, or inquiry concerning the Transactions and (iii) not independently participate in any meeting or discussions with a Governmental Authority in respect of any filings, investigation or inquiry concerning the Transactions without giving the other party prior notice of such meeting or discussions and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. However, each of Parent and Company may designate any non-public information provided to any Governmental Authority as restricted to “outside antitrust counsel” only and any such information shall not be shared with employees, officers or directors or their equivalents of the other competition Laws, provided that party without approval of the final determination as to party providing the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will controlnon-public information. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect Parent and Merger Sub agree to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) take promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps reasonable best efforts necessary to avoid and avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act or any antitrust or competition Law other Competition Laws that may be asserted required by any Governmental Entity or any other Person Authority, so as to enable the Parties parties to consummate close the Offer, the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date of this Agreement (but and in any event not no later than three Business Days prior to the Outside Termination Date), including proposing, negotiating, effecting committing to and agreeing toeffecting, by consent decree, hold separate order orders, trust, or otherwise, any (i) the sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action businesses of Parent or actions that would in the aggregate have a similar effect, including agreeing to change Company or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businessesSubsidiaries, product lines(ii) terminating, divisions relinquishing, modifying, or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-actionwaiving existing relationships, a waiverventures, consent or approval of the United States Federal Trade Commissioncontractual rights, the Antitrust Division of the United States Department of Justice, any State Attorney General obligations or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order arrangements of Parent or any other order in any suit Company or proceeding, their respective Subsidiaries and (ziii) no other matter relating to creating any antitrust or competition Lawrelationships, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree ifventures, but solely ifcontractual rights, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate obligations or other similar arrangement with respect to, arrangements of Parent or other disposition of Company or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have their respective Subsidiaries (each a similar effect“Remedial Action”); provided, however, that any such saleRemedial Action may, divestitureat the reasonable discretion of Parent, license, holding separate or other similar arrangement, disposition, restriction or action or actions is be conditioned on upon consummation of the occurrence of, and shall become effective only from and after, the Effective TimeTransactions. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (ge) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that challenging any of the Transactions and such litigation, action or proceeding seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, materially impede or materially delay the consummation of the OfferTransactions, the Merger Parent shall take any and all reasonable best efforts, including a Remedial Action, to avoid or resolve any such litigation, action or proceeding and each of the other transactions contemplated by this AgreementCompany, each of Parent and the Company shall, Merger Sub shall cooperate with each other and shall cause each of their respective Subsidiaries to, use its respective reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case Transactions as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Termination Date. In furtherance and not in limitation . (f) Except for the Project Vulcan Acquisition, none of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or Merger Sub shall, nor shall they permit their respective Subsidiaries to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition, would reasonably be expected to materially increase the Companyrisk of not obtaining any applicable clearance, as consent, approval or waiver under the case may be, shall promptly inform the HSR Act or any other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request Competition Laws with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementTransactions. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of Purchaser, Sellers and the Company, Parent and Merger Sub shall use its reasonable best efforts to, and Company shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective effective, in the Offermost expeditious manner practicable, the Merger and each of Transactions, including: (i) causing the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act to terminate or expire at the earliest practicable date (the “HSR Approval”), including any extensions thereof) by filing or causing to be filed as soon promptly as practicable practicable, but in no event later than February 9, 2018 after the date hereof, with the Federal Trade Commission and the United States Department of this AgreementJustice, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from Antitrust Division any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders notifications required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the Transactions; (ii) obtaining in an expeditious manner all other necessary actions or any other antitrust or competition Law)nonactions, Consents, Governmental Authorizations and Orders (including with respect to the HSR Approval) from Governmental Entities in connection with the authorization, execution execution, delivery, performance and delivery consummation of this Agreement Agreement, the Ancillary Documents and the consummation of the transactions contemplated hereby, including the Offer and the Merger, Transactions; (viii) as promptly as practicable (reasonably practicable, and in any event within ten Business Days, unless otherwise agreed by the Parties) 45 days after the date of this Agreementhereof, make making or causing to be made all necessary notifications, applications and filings with respect to this Agreementany other required Consents, the Offer Governmental Authorizations and the Merger as required under the HSR ActOrders, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity)submissions, and pay any fees due in connection therewith, with respect to this Agreement, the Offer Ancillary Documents and the Merger Transactions required under (A) or with respect to the Exchange Act, HSR Approval and any other applicable federal or state securities Lawssuch Consents, Governmental Authorizations and (B) any other applicable Law, including any other antitrust or competition LawOrders; provided, however, that each of Member Representative, the Company, Parent Company and Merger Sub Purchaser shall cooperate with the each other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, required in connection with the consummation of Transactions (including with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement HSR Approval) and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement.; and (biv) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) executing and delivering any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would additional instruments reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementTransactions. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 6.4, each Party shall take, or refrain from taking, the following actions: Section 6.5.1 Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to, and Parties shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective effective, in the Offermost expeditious manner practicable, the Merger transactions provided for in this Agreement, including, but not limited to, (i) preparing and each filing as soon as practicable (but in no event later than ten (10) Business Days after the date of this Agreement in respect of any such filings required in connection with the other HSR Act or the Competition Act) of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as promptly are necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by, or to avoid an action or proceeding by, any Third Party or Governmental Entity relating to antitrust, merger and acquisition, competition, trade, banking or other regulatory matters (collectively, “Regulatory Approvals”), including (a) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“Antitrust Division”), (b) filings pursuant to the Competition Act with the Commissioner, (c) filings pursuant to any federal or state banking Laws, including the Change in Bank Control Act, the Bank Merger Act, the Bank Holding Company Act of 1956, as practicable after amended, and the date Home Owners’ Loan Act, as amended, and (d) the preparation and filing, as soon as practicable, of this Agreementany form or report required by any other Governmental Entity relating to any Regulatory Approval, (ii) take, or cause to be taken, causing the satisfaction of all actions consistent with this Section 5.5(a) necessary to cause conditions set forth in Article 7 (including the expiration or prompt termination of the applicable any waiting period under the HSR Act (including any extensions thereofextension of the initial thirty (30) as soon as practicable after day waiting period thereunder)) or the date of this Agreementwaiting period relating to any other Regulatory Approval, including the Competition Act, (iii) cause each of the conditions defending all lawsuits or other legal, regulatory or other proceedings to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations which it is a party challenging or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of affecting this Agreement and or the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this 42 Agreement, make all necessary filings with respect to this Agreementin each case until the issuance of a final, the Offer and the Merger as required under the HSR Act, non-appealable Order and (viiv) as promptly as practicable after seeking to have lifted or rescinded any injunction or restraining order or other Order which may adversely affect the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each ability of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of consummate the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep in each case until the other Parties informed as to the status issuance of any such requesta final, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreementnon-appealable Order. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of Without limiting the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each other member of its Subsidiaries the Parent Group to, take any propose, negotiate, offer to commit and all steps necessary effect (and if such offer is accepted, commit to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Dateeffect), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order order, or otherwise, any the sale, divestituredivestiture or disposition of such assets or businesses of Parent or any other member of the Parent Group or, licenseeffective as of the Effective Time, holding separate the Surviving Corporation or other similar arrangement its Subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action, ownership or control with respect to, or other disposition of its ability to retain or restriction onhold, any of the businesses, assets, properties or all services of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course other member of conduct regarding their respective future operations the Parent Group, the Surviving Corporation or otherwise taking actions that would limit their respective freedom of action with respect toits Subsidiaries, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturnedto effect the dissolution of, any decree, judgment, injunction or restraining order or other orderOrder in any suit or proceeding by a Governmental Entity challenging the transactions contemplated by this Agreement as violative of any applicable antitrust or competition Law or to remove or resolve any objection by any Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition Law that may otherwise adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement in an expeditious manner. Section 6.5.2 At the request of Parent, whether temporarythe Company shall agree to divest, preliminary hold separate or permanentotherwise take or commit to take any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, properties or services of the Company or any of the Company Subsidiaries; provided that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying any such action shall be conditioned upon the consummation of the Offer, Merger and the Merger or any of the other transactions contemplated by this Agreement, . Section 6.5.3 Each Party shall furnish all information required to be included in any case as promptly as practicable and in any event no later than necessary application or other filing to satisfy the HSR Condition in Annex I at least three Business Days prior be made pursuant to the Outside Daterules and regulations of any Governmental Entity in connection with the transactions provided for in this Agreement. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and execute such further instruments each of their respective Subsidiaries and Affiliates that appears in any filing made with, or written assurances materials submitted to, any Third Party or any Governmental Entity in connection with the Merger. Section 6.5.4 Each Party shall (i) subject to Section 6.5.5 below, respond as may be promptly as reasonably requested by practicable under the circumstances to any inquiries received from the FTC, the Antitrust Division or the Commissioner and to all inquiries and requests received from any state or federal banking regulator or any other Governmental Entity in connection with Regulatory Approvals and antitrust matters, (ii) not extend any waiting period under the HSR Act (except with the prior written consent of the other Parties hereto, which consent shall not be unreasonably withheld or delayed) and assist and cooperate (iii) not enter into any agreement with the FTC, the Antitrust Division, the Commissioner or any other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and Governmental Entity not to consummate the Merger and the transactions contemplated by, this Agreement as promptly as practicable after the date of by this Agreement.. 43

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each party will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer preparing and the Merger, (v) filing as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all documentation to effect all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actionsappropriate filings, consents, approvals waivers, approvals, authorizations, Permits or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other orders from all information required for any application Governmental Authorities or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5Persons. In furtherance and not in limitation of the foregoing, each party hereto agrees to make, or cause to be made: (i) within fifteen (15) Business Days of the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby; (ii) within fifteen (15) Business Days of the date hereof, (A) a request, in the form of a letter from Purchaser to the Commissioner of Competition, in respect of the Arrangement for an advance ruling certificate pursuant to Section 102(1) of the Competition Act or, in the alternative, a No Action Letter and such letter shall explain why the Arrangement will not prevent or lessen, or be likely to prevent or lessen, competition substantially within the meaning of Section 92 of the Competition Act and (B) a notification pursuant to Section 114 (“Competition Notification”), unless the parties hereto, each acting reasonably, mutually agree in writing to either not file a Competition Notification or on an alternative period of time in which to file a Competition Notification (including, for example, filing the notification Competition Notification only if approval under the Competition Act has not been received within a reasonable amount of time after the request contemplated by clause (A) has been made); (iii) within twenty (20) Business Days of the date hereof, a notification to The Federal Antimonopoly Service of the Russian Federation pursuant to FLN 135; (iv) within twenty (20) Business Days of the date hereof, appropriate filings with each applicable Governmental Authority for the purpose of obtaining the Telecom Approvals; and (v) as soon as practicable after the date hereof, all other filings and authorizations required under applicable Law in connection with the transactions contemplated hereby. (b) Each party agrees to supply, as promptly as reasonably practicable, any information and documentary material that may be reasonably required by the other party in order to make the filings required by this Section 6.2, and such additional information and documentary material that may be requested by a Governmental Authority under applicable Law in connection with the transactions contemplated hereby and use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 6.2 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations or approvals, as applicable, as required under applicable Law as soon as practicable. (c) Each of Parent shall and Purchaser, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.2(a) to obtain all requisite approvals and authorizations for the transactions contemplated hereby, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any filing, submission, communication given by it to, and consult with the Company and consider each other in good faith the views advance of the Company prior to proposing, negotiating, any meeting or entering into any agreement, undertaking or understanding (whether oral or written) conference with any Governmental Entity relating to any antitrust or other competition LawsAuthority or, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating any proceeding by a private party, with any other person, and to antitrust the extent permitted by such Governmental Authority or other competition LawsPerson, subject give the other party the opportunity to attend and without limiting participate in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will controlsuch meetings and conferences. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice covenants of the making or commencement of parties contained in Section 6.2(a) and Section 6.2(c), if any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity objections are asserted with respect to the Offer, the Merger transactions contemplated hereby under any Law or if any Proceeding is instituted (or threatened to be instituted) by any Governmental Authority or any private party challenging any of the other transactions contemplated hereby as prohibited by this Agreementor violating any Law or which would otherwise prevent, (ii) keep materially impede or materially delay the consummation of the transactions contemplated hereby, each of Parent and Purchaser, on the one hand, and the Company and its Subsidiaries, on the other Parties informed as hand, shall: (i) take all action necessary to the status of resolve any such request, inquiry, investigation, action objections or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person suits so as to enable permit consummation of the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date)hereby, including proposingoffering, negotiating, effecting and agreeing to, committing to and effecting, by consent decree, hold separate order order, settlement, undertaking, stipulation or otherwise, any (A) the sale, divestiture, license, holding separate license or other similar arrangement disposition of any and all of the share capital or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of each of Parent and Purchaser, on the one hand, and the Company and its Subsidiaries, on the other hand; (B) the termination, amendment or assignment of existing relationships or contractual rights or obligations of each of Parent and Purchaser, on the one hand, and the Company and its Subsidiaries, on the other hand; (C) the change or modification of any course of conduct regarding future operations of each of Parent and Purchaser, on the one hand, and the Company and its Subsidiaries, on the other hand; and (D) any other restrictions on the activities of Parent and Purchaser, on the one hand, and the Company and its Subsidiaries, on the other hand, with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or rights or interests therein. Parent shall take therein (each of the actions in this clause (i), a “Regulatory Requirement”); and (ii) contest, defend and appeal any and all actions necessary Proceedings, whether judicial or administrative, brought or threatened to be brought by any Person (including any Governmental Authority) in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining avoid entry of, or materially increase the risk of not obtainingto have vacated, lifted or terminated, any consent, approval or exemption order of any Governmental Entity necessary to consummate kind or nature that would prevent the Offer, consummation of the Merger and the other transactions transaction contemplated by this Agreement or from occurring prior to the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this AgreementEnd Date. (ge) In furtherance Except as expressly provided for in Section 6.2(f), all such efforts pursuant to this Section 6.2 shall be unconditional and shall not be qualified in limitation any manner and no actions taken pursuant to this Section 6.2 shall be considered for purposes of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, determining whether an Intervening Event has occurred or would reasonably be expected to seekoccur. If any Regulatory Requirement agreed to by Parent and/or Purchaser requires action by or with respect to the Company or its Subsidiaries or its or their businesses or assets, and such action would constitute a breach of this Agreement, Parent and Purchaser hereby consent to restrictthe taking of such action by the Company and its Subsidiaries to the extent required by such Regulatory Requirement. (f) Notwithstanding anything to the contrary in this Agreement, preventin no event (i) will Purchaser’s Affiliates or any other Person (other than Parent, prohibit, impede or delay the consummation of the OfferPurchaser, the Merger Company and the Company’s Subsidiaries) be obligated to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any share capital or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses, or otherwise take any action that limits their freedom of action with respect to, or their ability to retain any share capital or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses, or otherwise be obligated to subject itself to any Regulatory Requirement, (ii) will the Company or any of the Company’s Subsidiaries subject itself or any other transactions contemplated by this AgreementPerson to any Regulatory Requirement without the prior written consent of Purchaser (which consent Purchaser shall grant if such Regulatory Requirement does not involve any Burdensome Condition), each of Parent and (iii) will Parent, Purchaser, the Company shallor the Company’s Subsidiaries be obligated to subject itself to any Regulatory Requirement unless such Regulatory Requirement is conditioned upon, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, only effective as applicable, avoid the entry of, the Closing or have vacated(iv) will anything in this Section 6.2 require Parent, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the OfferPurchaser, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent Company or the Company (or Company’s Subsidiaries, any of their respective directors or Subsidiaries), Affiliates or any such litigation, action or proceeding is, other Person to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect become subject to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementBurdensome Condition. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of this Agreement, each of the CompanyAcquired Companies, Parent the Sellers and Merger Sub the Purchaser shall use its their respective reasonable best efforts to (i) cause the Transactions to be consummated as soon as practicable, (ii) make promptly any required submissions and filings under the HSR Act with respect to the Transactions, (iii) promptly furnish information required in connection with such submissions and filing under the HSR Act, (iv) keep the other Parties reasonably informed with respect to the status of any such submissions and filings under the HSR Act, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the 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 the HSR Act, (D) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act with respect to the Transactions and (E) obtain all actions or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable to consummate the Transactions as soon as practicable. (b) In furtherance and not in limitation of the foregoing: (i) the Purchaser and the Acquired Companies agree to (A) make, or cause to be made, appropriate filings pursuant to the HSR Act as soon as practicable (and, in any event, no later than within ten (10) Business Days after the date hereof (unless (x) the Purchaser and the Sellers otherwise agree to a different date or (y) the FTC/DOJ is closed or not otherwise accepting such filings under the HSR Act (a "Government Closure"), in which case, such day shall be extended day-for-day, for each Business Day the Government Closure is in effect)), (B) supply as soon as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (C) use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, 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 Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) 7.3 necessary to cause the expiration or termination of the applicable waiting period periods under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, and (iiiii) cause each of the conditions Party agrees to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied (A) supply as promptly soon as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be required or requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, Authority and (B) use its reasonable best efforts to take or cause to be taken all other actions consistent with this Section 7.3 as necessary to obtain any necessary approvals, consents, waivers, permits, authorizations or other actions or non-actions from each Governmental Authority as soon as practicable. The Parties shall cause the filings under the HSR Act to be considered for grant of "early termination." (c) Each Party shall: (i) promptly notify the other Parties of, and if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any substantive communication to such Person from a Governmental Authority and permit the others to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed written communication to a Governmental Authority, (ii) keep the others reasonably informed of any developments, meetings or substantive discussions with any Governmental Authority in respect of any filings, investigation or inquiry concerning the Transactions and (iii) not independently participate in any meeting or substantive discussions with a Governmental Authority in respect of any filings, investigation or inquiry concerning the Transactions without giving the other Party prior notice of such meeting or discussions and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. Without limiting or modifying in any respect Purchaser's obligations hereunder, including under Section 7.3(d), Purchaser shall have the right to direct, devise and implement the strategy for obtaining any necessary approval of, for responding to any request from, inquiry or investigation by (including directing the timing, nature and substance of all such responses), and shall have the right to lead all meetings and communications (including any negotiations) with, any Governmental Authority that has the right to enforce the HSR Act or any other applicable Law, including any other antitrust or competition Antitrust Law; provided, however, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent Purchaser shall consult with the Company Acquired Companies and consider in good faith the views and comments of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter Acquired Companies in connection with seeking required approvals relating the foregoing. However, (A) each of the Purchaser and the Acquired Companies may designate any non-public information provided to antitrust any Governmental Authority as restricted to "Outside Antitrust Counsel" only and any such information shall not be shared with employees, officers, managers or directors or their equivalents of the other Party without approval of the Party providing the non-public information, and (B) materials may be redacted (x) to remove references concerning the valuation of the Acquired Companies, (y) as necessary to comply with contractual arrangements and (z) as necessary to address reasonable attorney-client or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will controlprivilege or confidentiality concerns. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any requestPurchaser agrees to take, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access cause its controlled Affiliates to and be consulted in connection with any documenttake, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take promptly any and all steps necessary to avoid and avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under any antitrust or competition Law the HSR Act that may be asserted required by any Governmental Entity or any other Person Authority so as to enable the Parties to consummate close the Offer, the Merger and the other transactions contemplated by this Agreement Transactions as soon as practicable after the date of this Agreement (but and in any event not no later than three (3) Business Days prior to the Outside Date), including proposing, negotiating, effecting committing to and agreeing toeffecting, by consent decree, hold separate order orders, trust or otherwise, any (i) the sale, divestiture, license, holding separate or other similar arrangement with respect todisposition of assets or businesses of the Purchaser, the Purchaser's controlled Affiliates or the Acquired Companies or any of their respective Subsidiaries, (ii) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other disposition arrangements of or restriction onthe Purchaser, any or all of Parent’s its Subsidiaries or the Company’s respective businessesAcquired Companies, product lines(iii) creating any relationships, divisions ventures, contractual rights, obligations or assets other arrangements of the Purchaser, its Subsidiaries or interests therein, the Acquired Companies and taking such action or actions that would in the aggregate have a similar effect(iv) any other action, including agreeing to change or modifyfuture behavioral remedies, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary requested by a Governmental Authority in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods achieve clearance under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law(each, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Datea "Remedial Action"), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such saleRemedial Action shall be conditioned upon consummation of the Transactions. The Purchaser's obligation to take Remedial Actions shall be unconditional and shall not be qualified by reasonable best efforts and no Remedial Actions taken pursuant to this Section 7.3 shall be considered for purposes of determining whether an Acquired Company Material Adverse Effect has occurred. (e) The Purchaser shall not, divestiturenor shall it permit its controlled Affiliates to, acquire or agree to acquire any rights, assets, business, Person or division thereof (through acquisition, license, holding separate joint venture, collaboration or other similar arrangementotherwise), dispositionif such acquisition would reasonably be expected to increase the risk of not obtaining or delaying any applicable clearance, restriction consent, approval or action or actions is conditioned on waiver under the occurrence of, and shall become effective only from and after, HSR Act with respect to the Effective TimeTransactions. (f) Parent shall notFor purposes of this Section 7.3, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion the "reasonable best efforts" of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in Acquired Companies and/or the obtaining of, or materially increase Sellers will not require the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the OfferSellers, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger Acquired Companies or any of their Subsidiaries or Affiliates to expend any money to remedy any breach of any representation or warranty hereunder, to commence any litigation or arbitration proceeding, to waive or surrender any right, to modify any agreement (including any Contract set forth on Schedule 3.16 of the other transactions contemplated by this Agreement; Disclosure Schedules), to obtain the consent from parties to Contracts to which any Acquired Company is a party (iii) materially increase including any Contract set forth on Schedule 3.16 of the risk of not being able Disclosure Schedules), to remove offer or grant any such judgment, decree, injunction accommodation or other order on appeal concession (financial or otherwise; ) to any third party or (iv) restrictto otherwise suffer any detriment, prevent, prohibit, impede or delay to obtain any consent required for the consummation of the OfferTransactions, to waive or forego any right, remedy or condition hereunder; provided that the Merger Acquired Companies and the Sellers will be permitted to grant accommodations or concessions regarding any of the other transactions contemplated by this Agreement. (g) In furtherance and not foregoing in limitation of reasonable consultation with the foregoing, in the event that any litigation Purchaser so long as such accommodations or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days concessions are paid prior to the Outside Date. In furtherance and not in limitation of the foregoing, Closing Date or included as Transaction Expenses in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementEstimated Closing Statement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions set forth in this Agreement, each of the Company, Parent and Merger Sub parties hereto shall use its reasonable best efforts (subject to, and shall use its reasonable best efforts in accordance with, applicable Law) to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) taketake promptly, or cause to be taken, all actions, and doto do promptly, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or otherwise Laws and regulations to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents, clearances and approvals, including the Company Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as promptly as practicable after the date of this Agreementmay be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) takethe obtaining of all necessary consents, approvals or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreementwaivers from third parties, (iii) cause each the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the conditions transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. (b) Subject to the Offer set forth terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly but in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable no event later than thirty (30) days after the date of this Agreementhereof make their respective filings and thereafter make any other required submissions under the HSR Act, (ivii) obtainuse reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any or consents, licenses, permits, waiversauthorizations, approvals, authorizations clearances or orders approvals are required to be obtained by Parent from, any third parties or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any other Governmental Entity Entities (including those any foreign jurisdiction in which the Company's Subsidiaries are operating any business) in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer hereby and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by promptly making all such filings and seeking all such consents, permits, authorizations or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement approvals and (ziii) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their use reasonable best efforts to obtain any third party consentstake, approvals or waivers required cause to be obtained under Company Material Contracts taken, all other actions and do, or cause to be done, all other Contracts in connection with consummation of things necessary, proper or advisable to consummate and make effective the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actionshereby, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any including taking all such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination further action as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as reasonably may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so resolve such objections, if any, as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any State Attorney General other nation or other jurisdiction or any other person may assert under Regulatory Law (as hereinafter defined) with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental EntityEntity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date (as hereinafter defined)), including, without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or the Company (or any of their respective Subsidiaries) and (y) no decreeotherwise taking or committing to take actions that after the Closing would limit the freedom of Parent or its Subsidiaries' (including the Surviving Corporation's) freedom of action with respect to, judgmentor its ability to retain, one or more of its or its Subsidiaries' (including the Surviving Corporation's) businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order order, or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust which would otherwise have the effect of preventing or competition Law, would preclude satisfaction of materially delaying the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective TimeClosing. (fc) Parent shall notand the Company will cooperate and consult with each other in connection with the making of all registrations, filings, notifications and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other mannermaterial actions pursuant to this Section 5.6, any business or any corporationincluding, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in subject to applicable legal limitations and the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption instructions of any Governmental Entity necessary to consummate the OfferEntity, the Merger and by permitting counsel for the other transactions contemplated by this Agreement or party to review in advance, and consider in good faith the expiration or termination views of the other party in connection with, any applicable waiting period under applicable Law; (ii) materially increase the risk of proposed written communication to any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between 42 such party (and its advisors) with any Governmental Entity and any other information supplied by such party and such party's Subsidiaries to a Governmental Entity or received from such a Governmental Entity in connection with the transactions contemplated by this Agreement, PROVIDED, HOWEVER, that materials may be redacted (x) to remove references concerning the valuation of the businesses of the Company and its Subsidiaries, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns. Parent and the Company will (i) furnish to the other parties such information and assistance as such parties reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Entities; (ii) promptly inform the other party of any communications with, and inquiries or requests for information from, such Governmental Entities in connection with the transactions contemplated by the Agreement; and (iii) materially increase consult with the risk other parties in advance of not being able to remove any meeting or conference, whether in-person or by telephone, with any such judgmentGovernmental Entity or, decreein connection with any proceeding by a private party, injunction with any other Person, and to the extent permitted by such applicable Governmental Entity or other order on appeal Person, give the other parties the opportunity to attend and participate in such meetings and conferences. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive or otherwise; or (iv) restrict, prevent, prohibit, impede or delay any confidential business material provided to the consummation other under this Section as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the Offerrecipient and shall not be disclosed by such outside counsel to employees, the Merger officers or any directors of the other transactions contemplated by this Agreementrecipient unless express permission is obtained in the advance from the source of the materials or its legal counsel. (gd) In furtherance and not in limitation of the foregoingcovenants of the parties contained in this Section 5.6, in the event that if any litigation or other administrative or judicial action or proceeding, including any proceeding by a private party, is commenced, instituted (or threatened or is reasonably foreseeable that seeks, or would reasonably to be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or instituted) challenging any of the other transactions transaction contemplated by this AgreementAgreement as violative of any Regulatory Law (as defined below), each of Parent and the Company shall, and Parent shall cause cooperate in all respects with each of their respective Subsidiaries to, other and use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits proceeding and appeal, and to, as applicable, avoid the entry of, or to have vacated, lifted, reversed or overturned, overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes prevents or would have the effect of delaying the restricts consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in any case this Section 5.6 shall limit a party's right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days such party has, prior to the Outside Date. In furtherance and not in limitation of the foregoingsuch termination, in the event that complied with its obligations under this Section 5.6. (e) If any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request objections are asserted with respect to such litigationthe transactions contemplated hereby under any Regulatory Law or if any suit is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, action or proceeding, and the status thereof, provided, however, that neither Parent nor each of the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties and Parent shall use reasonable best efforts to enable resolve any such information objections or challenge as such Governmental Entity or private party may have to be furnished or made available such transactions under such Regulatory Law so as to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation permit consummation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions transactions contemplated hereby. For purposes of this Agreement, in order to carry into effect "REGULATORY LAW" means the intents and purposes ofSherman Act, as amended, the Clayton Act, as amended, the HSR Act, xxx Xxderal Trade Commission Xxx, xs amended, and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including without limitation any antitrust, competition or trade regulation laws, that are designed or intended to consummate prohibit, restrict or regulate actions having the transactions contemplated by, this Agreement as promptly as practicable after the date purpose or effect of this Agreementmonopolization or restraint of trade or lessening competition through merger or acquisition.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, including Section 6.4, each Party shall take, or refrain from taking, the following actions: Section 6.5.1 Each of the Company, Parent and Merger Sub shall use its reasonable best efforts to, and Parties shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties parties in doing, all things necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective, in the most expeditious manner practicable, the transactions provided for in this Agreement, including, but not limited to, (i) preparing and filing as soon as practicable (but in no event later than ten (10) Business Days after the date of this Agreement in respect of any such filings required in connection with the HSR Act or the Competition Act) of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by, or to avoid an action or proceeding by, any Third Party or Governmental Entity relating to antitrust, merger and acquisition, competition, trade, banking or other regulatory matters (collectively, “Regulatory Approvals”), including (a) filings pursuant to the HSR Act, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“Antitrust Division”), (b) filings pursuant to the Competition Act with the Commissioner, (c) filings pursuant to any federal or state banking Laws, including the Change in Bank Control Act, the Bank Merger Act, the Bank Holding Company Act of 1956, as amended, and the Home Owners’ Loan Act, as amended, and (d) the preparation and filing, as soon as practicable, of any form or report required by any other Governmental Entity relating to any Regulatory Approval, (ii) causing the satisfaction of all conditions set forth in Article 7 (including the prompt termination of any waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period thereunder)) or the waiting period relating to any other Regulatory Approval, including the Competition Act, (iii) defending all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable Order and (iv) seeking to have lifted or rescinded any injunction or restraining order or other Order which may adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable Order. Without limiting the foregoing, Parent shall, and shall cause each other member of the Parent Group to, propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or any other member of the Parent Group or, effective as of the OfferEffective Time, the Surviving Corporation or its Subsidiaries or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, properties or services of Parent, any other member of the Parent Group, the Surviving Corporation or its Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any injunction or restraining order or other Order in any suit or proceeding by a Governmental Entity challenging the transactions contemplated by this Agreement as violative of any applicable antitrust or competition Law or to remove or resolve any objection by any Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition Law that may otherwise adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement in an expeditious manner. Section 6.5.2 At the request of Parent, the Company shall agree to divest, hold separate or otherwise take or commit to take any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, properties or services of the Company or any of the Company Subsidiaries; provided that any such action shall be conditioned upon the consummation of the Merger and the transactions contemplated by this Agreement. Section 6.5.3 Each Party shall furnish all information required to be included in any application or other filing to be made pursuant to the rules and regulations of any Governmental Entity in connection with the transactions provided for in this Agreement. Parent and the Company shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to the other and each of their respective Subsidiaries and Affiliates that appears in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with the Merger. Section 6.5.4 Each Party shall (i) subject to Section 6.5.5 below, respond as promptly as reasonably practicable under the circumstances to any inquiries received from the FTC, the Antitrust Division or the Commissioner and to all inquiries and requests received from any state or federal banking regulator or any other Governmental Entity in connection with Regulatory Approvals and antitrust matters, (ii) not extend any waiting period under the HSR Act (except with the prior written consent of the other Parties hereto, which consent shall not be unreasonably withheld or delayed) and (iii) not enter into any agreement with the FTC, the Antitrust Division, the Commissioner or any other Governmental Entity not to consummate the Merger and the transactions contemplated by this Agreement. Section 6.5.5 In connection with and without limiting the foregoing, each Party shall, subject to applicable Law and except as prohibited by any applicable representative of any applicable Governmental Entity: (i) promptly notify the other Parties of any written communication to that Party from the FTC, the Antitrust Division, any state or federal banking regulator or any other Governmental Entity, and permit the other Parties to review in advance (and to consider any comments made by the other Parties in relation to) any proposed written communication to any of the foregoing; (ii) not agree to participate or participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend and participate thereat; and (iii) furnish the other Parties with copies of all correspondence, filings, and written communications (and memoranda setting forth the substance thereof) between them and its Affiliates and their respective representatives on the one hand, and any Governmental Entity, including any regulatory authority, or members or their respective staffs on the other hand, with respect to this Agreement and the Merger. Section 6.5.6 Except as expressly contemplated by this Agreement, neither Parent nor Merger Sub shall, and each of Parent and Merger Sub shall cause each member of the Parent Group not to, take or cause or permit to be taken any action (including the acquisition of businesses or assets) which would reasonably be expected to prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Section 6.5.7 Subject to Section 6.5.8, each of Parent, Merger Sub and the Company shall use their reasonable best efforts to obtain the approval of (A) the Federal Deposit Insurance Corporation (the “FDIC”) under the Change in Bank Control Act and (B) the Utah Commissioner of Financial Institutions (the “Utah Commissioner”) under the Utah Financial Institutions Act, in each case, for the acquisition of control of World Financial Capital Bank, a federally-insured, Utah chartered industrial bank (“IB”) by Parent and its Affiliates, as applicable, as a result of the Merger (collectively, the “Bank Approvals”). Parent and Merger Sub shall file applications for the Bank Approvals with the FDIC and Utah Commissioner as promptly as practicable after the date hereof. Section 6.5.8 Notwithstanding Section 6.5.7, if (i) at any time after the date hereof, the FDIC or the Utah Commissioner notifies Parent that Parent and Merger Sub do not meet the legal conditions necessary for the Bank Approvals, (ii) the Bank Approvals have not been obtained by August 17, 2007; provided that Parent shall have the right to extend such date for a period of up to two (2) additional months in the event that Parent determines in good faith, after consultation with its outside legal counsel and the Company, that there is a reasonable prospect that the Bank Approvals will be obtained (the latest applicable date, the “Bank Approval Date”), or (iii) Parent so elects in its sole discretion, then Parent, Merger Sub and the Company shall take the actions contemplated by this Section 6.5.8. In consultation with Parent, the Company shall use its reasonable best efforts to (i) transfer the assets and business lines currently held by IB to Company Subsidiaries or third parties, and (ii) following such transfer of assets and business lines, liquidate IB or sell or otherwise dispose of IB to any bank holding company or financial holding company, as those terms are defined in Section 2 of the Bank Holding Company Act of 1956, as amended, or a savings and loan holding company, as that term is defined in Section 10 of the Home Owners’ Loan Act, as amended, or, with the consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned) any other Person that is engaged solely in activities permissible for a bank holding company or a financial holding company, or, pending such liquidation, sale or disposition, if and to the extent permitted by applicable Governmental Entities, to place IB in a trust or otherwise hold IB and its assets separate, in each case on terms reasonably satisfactory to Parent and Merger Sub, in order to allow the Parties to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable after following the date of this Agreementhereof (collectively, (ii) take, or cause a “Bank Restructuring”). The Company and Parent shall jointly develop a plan to be taken, all actions consistent with this Section 5.5(a) necessary to cause effect the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied Bank Restructuring as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, practicable. Parent and Merger Sub shall cooperate with provide all cooperation reasonably requested by the other Parties in connection with (x) preparing and filing Company to effect the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filingsBank Restructuring. The Company, Company shall and Parent and Merger Sub (as reasonably directed by Company) shall promptly furnish make all appropriate filings, applications, notices and registrations with or to, and enter into agreements or understandings (which shall be on terms reasonably acceptable to each Parent and the Company) with, the relevant Governmental Entities and other all information required for any application Persons to effect the Bank Restructuring. In no event shall such liquidation, sale or other filing under disposition be effective earlier than immediately prior to the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, Effective Time unless the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waiversotherwise elects. Notwithstanding the foregoing, with respect to any action to be taken prior to the Effective Time to effect a Bank Restructuring, which action, in the reasonable judgment of the Company, cannot be reversed or unwound or would be unreasonably difficult to reverse or unwind, neither Parent nor Merger Sub shall take such action and neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if take such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Partiesaction, in each case case, unless and until (a) all of the conditions set forth in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes ofArticle 7 have been satisfied or waived, and (b) the Company has received a duly executed certificate from Parent and Merger Sub certifying that they are ready, willing and able to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this AgreementClosing.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub the Company shall cooperate with the other and use its reasonable best efforts to, (and shall use cause their respective Controlled Affiliates to use) its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and do, or cause to be done, and cooperate with the other Parties in doingall things, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 Closing to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Daysno later than the End Date) and to consummate and make effective, unless otherwise agreed by in the Parties) after most expeditious manner practicable, the date of this Agreementtransactions contemplated hereby, make including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain promptly (and in any event no later than the End Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third Person necessary, proper or advisable to consummate the transactions contemplated hereby. (b) In furtherance and not in limitation of the foregoing, each Party hereto (including by their respective Controlled Affiliates) agrees to make an appropriate filing or filings (if required) of a Notification and Report Form pursuant to the HSR Act with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) transactions contemplated hereby as promptly as practicable and in any event within fifteen (15) Business Days after the Execution Date (unless a later date of this Agreementis mutually agreed to by the Parties hereto), make all necessary filings (and thereafter make any other required submissions and supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental EntityAuthority pursuant to the HSR Act or any other Antitrust Law, use its reasonable best efforts to take, or cause to be taken (including by their respective Controlled Affiliates), and pay any fees due in connection therewith, all other actions consistent with respect this Section 5.1 necessary to this Agreement, cause the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal expiration or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations termination of any applicable Law waiting periods under the HSR Act as soon as practicable (and in connection with any event no later than the OfferEnd Date), the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, request and use, and cause the Company Subsidiaries to use, their use its reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation early termination of the Offer, waiting period under the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of ParentHSR Act. (c) Parent shall, on behalf Each of the PartiesParties hereto shall use (and shall cause their respective Controlled Affiliates to use) its reasonable best efforts to (i) cooperate in all respects with each other, control and lead provide each other all communications necessary information and assistance, in connection with any filing or submission with a Governmental Entity Authority in connection with the transactions contemplated hereby, including by providing the other Party a reasonable advance opportunity to review and comment thereon and considering in good faith the views of the other Party, and in connection with any investigation or other inquiry by or before a Governmental Authority relating to antitrust the transactions contemplated hereby, including any proceeding initiated by a private Person, (ii) promptly supply to the other Party copies of all written communications and the substance of any oral communications received by such Party from, or other competition Lawsgiven by such Party to, any Governmental Authority and determine and direct the strategy and process received or given in connection with any proceeding by which the Parties will seek required approvals relating to antitrust and other competition Lawsa private Person, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation each case regarding any of the foregoingtransactions contemplated hereby, Parent shall consult with (iii) permit the Company other Party a reasonable opportunity to review and comment in advance, and consider in good faith the views of the Company prior other Party and incorporate the other Party’s reasonable comments, in any communication to proposing, negotiating, be given by it to any Governmental Authority with respect to obtaining any clearances required under any Antitrust Law in connection with the transactions contemplated hereby and (iv) consult with the other Party in advance of any meeting or entering into any agreement, undertaking or understanding (whether oral or written) teleconference with any Governmental Entity relating to any antitrust or other competition LawsAuthority or, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating any proceeding by a private Person, with any other Person, and give the other Party the opportunity to antitrust attend and participate in such meetings and teleconferences. Subject to Section 5.1(b), the Parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other competition Laws, subject privilege pursuant to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control5.1 in a manner so as to preserve the applicable privilege. (d) In furtherance and not ‎Notwithstanding the foregoing, nothing contained in limitation this Agreement shall ‎be construed so as to require a Party, or any of its respective Affiliates, without its written ‎consent, to (i) sell, license, dispose of, hold separate or operate in any specified manner any of its ‎respective assets or businesses (or to agree or commit to any of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep enter into any ‎consent decree, Order or agreement with any Governmental Authority that alters its business or ‎commercial practices in any way or that in any way limits or could reasonably be expected to ‎limit the other right of Parent to own, operate or retain all or any portion of Parent’s or the Company ‎Entities’ assets, properties or businesses or Parent’s freedom of action with respect thereto or to ‎otherwise receive the full benefits of this Agreement.‎ The Parties informed as acknowledge and agree that the obligations under this Section 5.1(d) shall not include any requirement to the status of defend any such request, inquiry, investigation, action litigation or legal proceeding and (iii) promptly inform challenging this Agreement or the other Parties of Transactions, or conduct any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection negotiations with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion Governmental Authority or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference Person relating to such request, inquiry, investigation, action this Agreement or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceedingthe Transactions beyond the End Date. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything Prior to the contrary set forth in this AgreementClosing, Parent shall, and Holdings shall cause each of its Subsidiaries to, take any and all steps necessary use commercially reasonable efforts to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as enter into a transition services agreement related to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested provision by Parent so as to permit the expiration or termination Holdings of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement certain administrative services (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request assistance with respect to the filing of Tax Returns and financial reporting obligations following the Closing with respect to the calendar year 2019) on a cost-free basis and on such litigation, action or proceeding, other customary terms and the status thereof, provided, however, conditions as are agreed to by Parent and Holdings (including that neither such services shall not be unduly burdensome on Parent); provided that such agreement shall provide that Parent nor the Company shall not be required to disclose incur any information if such disclosure would, third party costs and expenses in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate connection with the other Parties, in each case in accordance with the provisions provision of this Agreement, in order such services unless agreed to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreementreimbursed by Holdings.

Reasonable Best Efforts. (a) Each Subject to the terms and conditions of the Companythis Agreement, Parent and Merger Sub shall use its reasonable best efforts to, and shall each party will use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior each party hereto agrees to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give make an appropriate filing of a Notification and Report Form pursuant to the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity HSR Act with respect to the Offer, the Merger or transactions contemplated hereby as promptly as practicable and in any event within ten (10) Business Days of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding date hereof and to have access to supply as promptly as practicable any additional information and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law documentary material that may be asserted by any Governmental Entity or any requested pursuant to the HSR Act and to take all other Person so as actions reasonably necessary to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit cause the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of make appropriate filings required under any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; applicable Antitrust Laws (iiias defined below) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary within fifteen (15) Business Days of the date hereof. (b) Each of Purchaser and the Company shall, in connection with the efforts referenced in Section 5.2(a) to satisfy obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (Act or any of their respective directors or Subsidiaries)other Antitrust Law, or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of use its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished (i) cooperate in all respects with each other in connection with any filing or made available to submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party without jeopardizing privilegeparty informed in all material respects of any material communication received by such party from, including or given by entering into a customary joint defense agreement or common interest agreement. such party to, the Federal Trade Commission (h) In furtherance and not in limitation the "FTC"), the Antitrust Division of the foregoing, each Department of Parent, Merger Sub Justice (the "DOJ") or any other Governmental Authority and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested of any material communication received or given in connection with any proceeding by the other Parties and assist and cooperate with the other Partiesa private party, in each case in accordance with the provisions regarding any of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated byhereby; and (iii) permit the other party to review any material communication given by it to, this Agreement as promptly as practicable after and consult with each other in advance of any meeting or conference with, the date of this Agreement.FTC, the DOJ or any such other governmental authority or, in

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions of this Agreement, each of the Company, Parent and Merger Sub shall use its reasonable best efforts to, and Parties hereto shall use its reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, actions and to do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise laws and regulations to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement and to cause each of the conditions to Closing set forth in Article VII below to be satisfied, in each case, as promptly soon as practicable after following the date of this Agreement, Agreement (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or including seeking early termination of the applicable waiting period under the HSR Act), provided that such efforts shall not include any requirement to expend a material amount of money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party for any extraordinary purpose or in response to any extraordinary demand. Without limiting the generality of the foregoing, the Sellers and the Purchaser hereby agree to provide promptly to Governmental Entities with regulatory jurisdiction over enforcement of any applicable antitrust laws all information and documents requested by any such Governmental Entity or necessary, proper or advisable to permit consummation of the transactions contemplated hereby, and to file any Notification and Report Form and related material required under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreementhereof, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those in connection with the HSR Act or any other antitrust or competition Law), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will control. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Each Party will consult and cooperate with the other Parties and will consider in good faith the views of the other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as to enable the Parties to consummate the Offer, the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside Date), including proposing, negotiating, effecting and agreeing to, by consent decree, hold separate order or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests therein, and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective freedom of action with respect to, or ability to retain, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside DateAugust 29, 2003. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, The Purchaser and the status thereof, provided, however, that neither Parent nor the Company Sellers shall be required to disclose any information if such disclosure would, in the opinion of each thereafter use its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such complete as soon as practicable its substantial compliance with any requests for additional information to or documentary material that may be furnished or made available under the HSR Act. Furthermore, prior to the other Party without jeopardizing privilegeClosing, including by entering into a customary joint defense agreement or common interest agreement. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub Sellers and the Company shall provide use their reasonable commercial efforts to assist the Purchaser in any undertaking to retire the Company's outstanding High-Yield Debt (which such information and execute such further instruments and written assurances as may be reasonably requested retirement, whether pursuant to a tender offer made by the other Parties and assist and cooperate with the other PartiesPurchaser or otherwise, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes ofwould occur following, and be contingent upon, the Closing); provided however, that under no circumstances shall the Company be required to consummate call any outstanding High-Yield Debt for redemption, or shall the transactions contemplated byCompany or any Seller be required to expend a material amount of money, this Agreement as promptly as practicable after unless the date of this AgreementPurchaser has agreed in writing to reimburse the Company and/or the Sellers for such amounts.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions set forth in this Agreement, each of the CompanyParent, Parent and Merger Sub and the Company shall use its reasonable best efforts to, and shall use its respective reasonable best efforts to cause each of the Company Representatives (in the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) to, (i) take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the each other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (ii) take, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer Closing set forth in Annex I and each Article VIII of the conditions to the Merger set forth in Section 6.1 this Agreement to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transaction, including: (i) obtaining in the most expeditious manner practicable the STB Approval, (A) by filing, no later than five (5) Business Days after the date hereof, a request pursuant to 49 C.F.R. § 1013.3(a) for authorization of a voting trust (in the form attached as Exhibit H to this Agreement) under which all of the shares of capital stock of CMQR US shall be placed into an irrevocable voting trust as of the Effective Time pending receipt of final STB approval or exemption of the Transaction pursuant to 49 U.S.C. § 11323 et seq., and (ivB) obtain, as promptly as practicable by filing no later than twenty (20) Business Days after the date hereof an application pursuant to 49 U.S.C. § 11323 et seq. for approval of this Agreementthe Transaction (including all necessary documentation), from any Governmental Entitiesin each case at Parent’s sole cost and expense, and maintain, to promptly make any consents, licenses, permits, waivers, approvals, authorizations subsequent record filings with or orders required presentations to be obtained by Parent or the Company or any of their respective Subsidiaries, or to avoid or resolve any action or proceeding by any Governmental Entity (including those STB in connection with such application; (ii) obtaining in the HSR Act or any other antitrust or competition Law)most expeditious manner practicable the CTA Approval and the TC Approval, in connection with each case at Parent’s sole cost and expense; (iii) obtaining in the authorizationmost expeditious manner practicable all other Governmental Authorizations, execution Consents, Orders and delivery of this Agreement and the consummation approvals of the transactions contemplated herebyTransaction, including the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, to make all necessary filings with respect and to this Agreement, give all notices to all Governmental Entities and officials required to consummate the Offer and the Merger as required under the HSR ActTransaction, and (vi) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make supplying any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due Entity in connection therewith, with respect to this Agreement, the Offer Transaction or such Governmental Authorizations, Consents, Orders and approvals; (iv) seeking to have lifted or rescinded any Order, decree or ruling issued by any Governmental Entity of competent jurisdiction which has the effect of making the Transaction illegal or otherwise prohibiting consummation of the Transaction; (v) vigorously defending any Actions, whether regulatory, judicial, administrative or other, to which it is a party challenging or affecting this Agreement, the Ancillary Agreements or the Transaction, or seeking to prohibit or delay the Closing, or which would prevent or make illegal the consummation of the Transaction; and (vi) executing and delivering any additional instruments necessary to consummate the Transaction and fully carry out the purposes of this Agreement. (b) Prior to Closing, and subject to the other provisions of this Section 7.02, Parent, Merger Sub and the Merger required under (A) Company shall coordinate the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each overall development of the Company, Parent positions to be taken and Merger Sub shall cooperate with the other Parties regulatory actions to be requested in any applications and filings related to the STB Approval and in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether any action investigation or other inquiry or litigation by or in respect ofbefore, or filing any negotiations with, any Governmental Entity is requiredrelating to the STB Approval and of all other matters incidental thereto. Subject to obtaining the cooperation of the Company in an expeditious manner at the request of Parent (including directing CMQR Canada to submit notices drafted by Parent) for purposes of giving effect to the Transaction, Parent shall be solely responsible for (x) devising the strategy for obtaining the CTA Approval, the TC Approval and any other Governmental Authorizations, Consents, Orders and approvals from Governmental Entities in connection with the consummation Transaction other than the STB Approval and (y) coordinating the overall development of the Offerpositions to be taken and the regulatory actions to be requested in any applications and filings related to the CTA Approval, the Merger or TC Approval and any of the other transactions Governmental Authorizations, Consents, Orders and approvals contemplated by this Agreement other than the STB Approval and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, any Governmental Entity relating to the Transaction and of all other matters incidental thereto other than the STB Approval. (zc) seeking any such actionsParent, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub and the Company shall promptly furnish to each other all information required for any necessary application or other filing under the rules and regulations of any applicable Law Law, rule or regulation in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5. In furtherance and not in limitation of the foregoing, Parent shall consult with the Company and consider in good faith the views of the Company prior to proposing, negotiating, or entering into any agreement, undertaking or understanding (whether oral or written) with any Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree with respect to any matter in connection with seeking required approvals relating to antitrust or other competition Laws, subject to and without limiting in any respect the Parties’ obligations in this Section 5.5, Parent’s decision will controlTransaction. (d) In furtherance Prior to the Closing, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity or members of its staff, on the other hand, with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade CommissionTransaction, the Department of Justice or STB Approval, the CTA Approval, the TC Approval and any other Governmental Entity regarding the OfferAuthorizations, the Merger Consents, Orders and approvals, or any related declaration, filing, registration, notice, authorization, Consent or approval. Prior to the Closing, none of the parties to this Agreement shall agree to participate in any meeting with any Governmental Entity in respect of any filings, proceeding, investigation (including any settlement of the investigation), litigation or other transactions contemplated by inquiry made in connection with this Agreement. Each Party will consult and cooperate Agreement or the Transaction unless it consults with the other Parties parties in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate at such meeting; provided, however, that materials may be redacted (x) to remove references concerning the valuation of the business acquired hereunder, (y) as necessary to comply with contractual obligations, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (e) Prior to the Closing, Parent and Merger Sub, on the one hand, and the Company on the other, will provide each other with reasonable advance opportunity to review and comment upon, and will consider in good faith the views of the other Parties party in connection with, all written communications with any Governmental Entity (including without limitation, any application, petition, motion filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Entity in connection with the OfferSTB Approval, the Merger or CTA Approval, the TC Approval and any of other Governmental Authorizations, Consents, Orders and approvals), and will promptly provide the other transactions contemplated by this Agreement. In addition, except as may be prohibited by party with copies of all written communications to or from any Governmental Entity or by any Law, relating to the same in connection with obtaining Government Authorization for the Transaction. (f) Neither Parent nor Merger Sub, on the one hand, nor the Company, on the other, shall consent to any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives voluntary delay of the other Parties Closing at the request of any Governmental Entity without the consent of the other. (g) Without limiting the foregoing, Parent and Merger Sub shall use reasonable best efforts to take, or cause to be present at each meeting or conference relating to such requesttaken, inquiry, investigation, action or legal proceeding any and all steps and to have access make, or cause to be made, any and be consulted in connection with any documentall undertakings necessary to avoid or eliminate each and every objection, opinion impediment or proposal made or submitted to concern asserted by any Governmental Entity in connection with such requestobtaining the STB Approval, inquirythe CTA Approval, investigationthe TC Approval and any other Governmental Authorizations, action or legal proceeding.Consents, Orders and approvals, so as to enable the Closing to occur as promptly as practicable, including: (ei) In furtherance entering into negotiations, providing information and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take making proposals; (ii) taking any and all reasonable steps necessary to vacate, modify or suspend any injunction or Order issued in a judicial or administrative proceeding brought under any Law by any Governmental Entity or any other Person that would make consummation of the Transaction at the Closing in accordance with the terms of this Agreement unlawful or that would prevent or delay such Closing prior to the Outside Date; (iii) taking promptly any and all other reasonable steps and other actions and doing all other things reasonably necessary and proper to avoid and or eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity or any other Person so as party to enable the Parties consummation of the Transaction in accordance with the terms of this Agreement; (iv) agreeing to consummate conditions imposed by any Governmental Entity in connection with its approval or authorization of the OfferTransaction (including the STB Approval, the Merger CTA Approval and the other transactions contemplated by this Agreement as soon as practicable after the date of this Agreement (but in any event not later than the Outside DateTC Approval), including proposingconditions requiring the grant of operating, negotiatinghaulage or competitive access rights to another rail carrier over the lines currently operated by CMQR US and CMQR Canada, effecting and agreeing toand/or conditions imposing interchange requirements, by consent decree, hold separate order operational restrictions or otherwise, any sale, divestiture, license, holding separate or other similar arrangement with respect tostandards of service, or other disposition of or restriction on, otherwise limiting any or all of Parent’s or its Affiliates’ (including, after the Company’s respective businessesEffective Time, product lines, divisions or assets or interests therein, the Surviving Company and taking such action or actions that would in the aggregate have a similar effect, including agreeing to change or modify, and changing or modifying, any course of conduct regarding their respective future operations or otherwise taking actions that would limit their respective Company Subsidiaries) freedom of action with respect to, or its ability to retainretain or freely operate, one or more of their respective businesses, product lines, divisions or assets or interests therein. Parent shall take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commissionassets, properties, licenses, rights, operations or businesses of Parent, any of Parent’s Affiliates, the Antitrust Division Company or any of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition LawSubsidiaries, in each case as soon as practicable after may be required in order to obtain the date of this Agreement (but in STB Approval and any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date)other Governmental Authorizations, to effect Consents, Orders and agree to any sale, divestiture, license, holding separate or other similar arrangement with respect toapprovals, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions that would in the aggregate have a similar effect; provided, however, that any such sale, divestiture, license, holding separate or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed to effect the lifting or overturneddissolution of, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or Order which would otherwise have the effect of preventing or delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors or Subsidiaries), or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, Closing; provided, however, that neither Parent nor the Company Merger Sub shall be required to disclose agree to any information condition (other than standard labor protective conditions imposed pursuant to 49 U.S.C. § 11326) imposed by any Governmental Entity in connection with its approval or authorization of the Transaction if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilegecondition will have a Company Material Adverse Effect; provided further that the Parties Company shall use reasonable best efforts not be required to, and Parent and Merger Sub shall not, in connection with obtaining the STB Approval, the CTA Approval, the TC Approval and any other Governmental Authorizations, Consents, Orders and approvals hereunder, or in connection with otherwise complying with any provisions of this Agreement, agree or consent to, or offer to enable agree or consent to, (x) the taking of any action or the imposition of any terms, conditions, limitations or standards of service the effectiveness or consummation of which is not conditional upon the occurrence of the Closing, (y) the imposition of any terms, conditions or limitations on or with respect to any holder of Units or any of their Affiliates, any of their respective businesses or any of the benefits of the Transaction to any such information Person or (z) any amendments or modifications to be furnished or made available to any of the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementterms of the Ancillary Agreements. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall, to the extent permitted by applicable Law: (i) give each other prompt notice of the making or commencement of any request, inquiry or Action by or before any Governmental Entity with respect to the Transaction of which Parent or Company (as applicable) becomes aware; (ii) keep each other informed as to the status of any such request, inquiry or Action; and (iii) promptly inform each other of any communication to or from any Governmental Entity regarding the Transaction. (i) Nothing contained in this Agreement shall provide such information give Parent or Merger Sub, directly or indirectly, the right to control or direct the operations of the Company or any of the Company Subsidiaries prior to the Effective Time. Prior to the Effective Time, the Company and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate each Company Subsidiary shall exercise, consistent with the other Parties, in each case in accordance with the provisions terms and conditions of this Agreement, in order complete unilateral control and supervision over their business operations. (j) Prior to carry the earlier of (x) STB’s determination with respect to Parent’s request for authorization pursuant to 49 C.F.R. § 1013.3(a) for the use of a voting trust transaction under which all of the shares of capital stock of CMQR US shall be placed into effect an irrevocable voting trust as of the intents Effective Time pending receipt of final STB approval or exemption of the Transaction pursuant to 49 U.S.C. § 11323 and purposes of(y) December 30, and 2019, no party to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement, directly or indirectly through one or more of their respective Affiliates, shall take any action, including entering into an agreement to acquire or make any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, that would reasonably be expected to cause a material delay in the satisfaction of the conditions contained in Article VIII. If the STB declines to approve Parent’s request for authorization for the use of a voting trust transaction, no party to this Agreement, directly or indirectly through one or more of their respective Affiliates, shall take any action, including entering into an agreement to acquire or make any investment in any rail carrier whose lines connect with, or provide rail services in competition with, the rail lines of CMQR US or CMQR Canada prior to receipt of final STB approval or exemption of the Transaction pursuant to 49 U.S.C. § 11323 et seq. Nothing in this Section 7.02 will apply to or restrict communications or other actions by the Company or the Company Subsidiaries with or with respect to Governmental Entities in connection with their business in the ordinary course of business.

Reasonable Best Efforts. (a) Each Upon the terms and subject to the conditions of this Agreement, each of Parent, Purchaser and the Company, Parent and Merger Sub shall use its reasonable best efforts to, and shall Company agrees to use its reasonable best efforts to cause each of (i) make promptly its filings, and thereafter make any other required submissions, under the Company Representatives (in HSR Act with respect to the case of the Company) and each of the Parent Representatives (in the case of Parent and Merger Sub) toTransactions, (iii) take, or cause to be taken, all actions, and do, or cause to be done, and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or otherwise Laws to consummate and make effective the Offer, the Merger and each of the other transactions contemplated by this Agreement Transactions as promptly as practicable after the date of this Agreementpracticable, (ii) takeincluding using its reasonable best efforts to obtain any requisite approvals, or cause to be taken, all actions consistent with this Section 5.5(a) necessary to cause the expiration or termination of the applicable waiting period under the HSR Act (including any extensions thereof) as soon as practicable after the date of this Agreement, (iii) cause each of the conditions to the Offer set forth in Annex I and each of the conditions to the Merger set forth in Section 6.1 to be satisfied as promptly as practicable after the date of this Agreement, (iv) obtain, as promptly as practicable after the date of this Agreement, from any Governmental Entities, and maintain, any consents, licensesauthorizations, permitsorders, waivers, approvals, authorizations exemptions or orders required to be obtained waivers by Parent or any third Person (provided that in respect of Contracts between the Company or any of their respective Subsidiariesits Subsidiaries with any third Person, none of the Parties shall be required to make or agree to avoid make any material payment or resolve accept any action material conditions or proceeding by any obligations) or Governmental Entity (including those Authority in connection with the HSR Act or any other antitrust or competition Law), in connection with Transactions and to fulfill the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including conditions to the Offer and the Merger, (v) as promptly as practicable (and in any event within ten Business Days, unless otherwise agreed by the Parties) after the date of this Agreement, make all necessary filings with respect to this Agreement, the Offer and the Merger as required under the HSR Act, and (viiii) as promptly as practicable after the date of this Agreement, make all necessary filings (and thereafter make any other required submissions and supply any additional information and documentary material that may be requested by any Governmental Entity), and pay any fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities Laws, and (B) any other applicable Law, including any other antitrust or competition Law; provided, that each of the Company, Parent and Merger Sub shall cooperate with the other Parties in connection with (x) preparing and filing the Offer Documents, the Schedule 14D-9 and any Other Filings, (y) determining whether not take any action by that would be reasonably likely to materially delay or in respect of, or filing with, any Governmental Entity is required, in connection with the prevent consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company, Parent and Merger Sub shall promptly furnish to each other all information required for any application or other filing under the rules and regulations of any applicable Law in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. (b) At Parent’s request, the Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under Company Material Contracts or other Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Company Material Contracts in connection with consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement and seeking any such actions, consents, approvals or waivers. Notwithstanding the foregoing, neither the Company nor any Company Subsidiaries shall pay any consideration or make any agreements or commitments in connection with any such consents, approvals or waivers without the prior written consent of Parent. (c) Parent shall, on behalf of the Parties, control and lead all communications with any Governmental Entity relating to antitrust or other competition Laws, and determine and direct the strategy and process by which the Parties will seek required approvals relating to antitrust and other competition Laws, subject to good faith consultations with the Company and its compliance with this Section 5.5Transactions. In furtherance and not in limitation of the foregoing, each Party agrees to file a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable (but in no event later than ten (10) Business Days after the date of this Agreement) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event no later than the End Date), including requesting early termination of the HSR Act waiting period. In addition, each of the Company, on the one hand, and Parent and Purchaser, on the other hand, agrees that it shall consult not extend any waiting period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions contemplated by this Agreement, except with the Company prior written consent of the other. (b) Except with respect to Taxes, each of the Company, on the one hand, and Parent and Purchaser, on the other hand, shall (i) promptly notify the other of and, if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Authority with respect to the Transactions, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the Company prior to proposingother in connection with, negotiating, any proposed written or entering into any agreement, undertaking or understanding (whether oral or written) communication with any such Governmental Entity relating to any antitrust or other competition Laws, provided that the final determination as to the appropriate course of action shall be made by Parent. In the event that the Parties do not agree Authority with respect to the Transactions, (iii) not participate in any matter meeting or have any communication with any such Governmental Authority with respect to the Transactions unless it has given the other an opportunity to consult with it in connection advance and, to the extent permitted by such Governmental Authority, give the other the opportunity to attend and participate therein and (iv) furnish the other with seeking required approvals relating copies of all filings and communications between it and any such Governmental Authority with respect to antitrust the Transactions; provided, however, that, notwithstanding the foregoing, the rights of the Parties under this Section 8.2(b) may be exercised on their behalf by their respective outside counsel. (c) Each of the Parties agrees to cooperate and use its reasonable best efforts to vigorously contest and resist any action, including administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other competition Lawsorder (whether temporary, subject to preliminary or permanent) that is threatened or in effect and without limiting in any respect that restricts, prevents or prohibits consummation of the Parties’ obligations in this Section 5.5Transactions, Parent’s decision will controlincluding by vigorously pursuing all available avenues of administrative and judicial appeal. (d) In furtherance and not in limitation of the foregoing, each Party shall: (i) give the other Parties prompt notice covenants of the making or commencement of Parties contained in this Section 8.2, and subject to Section 8.2(e) below, if any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity objections are asserted with respect to the OfferTransactions under any Law or if any suit is instituted (or threatened to be instituted) by the United States Federal Trade Commission (“FTC”), the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other Parties informed as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other Parties of any communication to or from the Federal Trade Commission, the United States Department of Justice (“DOJ”) or any other Governmental Entity regarding the Offer, the Merger or Authority challenging any of the other transactions contemplated by this Agreement. Each Party will consult Transactions as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the Transactions, each of Parent and cooperate with Purchaser, on the one hand, and the Company, on the other Parties hand, shall take, or cause to be taken, all other actions and will consider in good faith do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the views of the other Parties in connection with any filingTransactions, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except including taking all such further action as may be prohibited by necessary to resolve such objections, if any, as the FTC, the DOJ or any other Governmental Entity or by Authority may assert under any LawLaw with respect to the Transactions, in connection with any such request, inquiry, investigation, action or legal proceeding, each Party will permit authorized representatives of the other Parties to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion avoid or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding. (e) In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary set forth in this Agreement, Parent shall, and shall cause each of its Subsidiaries to, take any and all steps necessary to avoid and eliminate each and every impediment under any antitrust or competition Law that may be asserted by any Governmental Entity the FTC, the DOJ or any other Person Governmental Authority with respect to the Transactions so as to enable the Parties Closing to consummate the Offer, the Merger and the other transactions contemplated by this Agreement occur as soon as practicable after the date of this Agreement (but and in any event not no later than the Outside End Date). Notwithstanding anything herein to the contrary, but subject to Section 8.2(e) below, Parent, Purchaser and the Company shall take any and all action necessary, including (i) proposing, negotiating, effecting committing to and agreeing toeffecting, by consent decree, hold separate order or otherwise, any the sale, divestiture, license, holding separate divestiture or other similar arrangement with respect to, or other disposition of or restriction on, any or all of Parent’s or the Company’s respective businesses, product lines, divisions or assets or interests thereinbusinesses of Parent or its Subsidiaries or of the Company or its Subsidiaries, and taking such action (ii) terminating existing relationships, contractual rights or actions that would in obligations of Parent or its Subsidiaries or of the aggregate have a similar effectCompany or its Subsidiaries, including agreeing to (iii) creating any relationship, contractual rights or obligations of Parent or its Subsidiaries or of the Company or its Subsidiaries or (iv) effectuating any other change or modify, and changing restructuring of Parent or modifying, any course its Subsidiaries or of conduct regarding their respective future operations the Company or its Subsidiaries or otherwise taking or committing to take any actions that would limit their respective the freedom of action of Parent or its Subsidiaries or of the Company or its Subsidiaries with respect to, or ability to retain, one or more businesses, product lines or assets (any of the foregoing, a “Divestiture Action”), to ensure that no Governmental Authority enters any Order or establishes any Law preliminarily or permanently restraining, enjoining or prohibiting the consummation of any of the Transactions, or to ensure that no Governmental Authority with the authority to clear, authorize or otherwise approve the consummation of any of the Transactions fails to do so by the End Date. (e) Notwithstanding anything in this Agreement to the contrary, neither Parent, the Company nor any of their respective businessesSubsidiaries shall be required to become subject to, product lines, divisions or assets consent or interests therein. Parent shall agree to or otherwise take any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law, would preclude satisfaction of the Offer conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent so as to permit the expiration or termination of the applicable waiting periods under the HSR Act or the receipt of any other approval or the expiration or termination of any applicable waiting period under any other antitrust or competition Law, in each case as soon as practicable after the date of this Agreement (but in any event not later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Expiration Date), to effect and agree to any sale, divestiture, license, holding separate or other similar arrangement action with respect to, or other disposition of or restriction on, any of its businesses, product lines, divisions or assets or interests therein, and take such action or actions Divestiture Action that would in the aggregate have constitute a similar effect; provided, however, Burdensome Action. A “Burdensome Action” means any action that any such sale, divestiture, licenseinvolves divesting, holding separate separate, leasing or other similar arrangement, disposition, restriction or action or actions is conditioned on the occurrence of, and shall become effective only from and after, the Effective Time. (f) Parent shall not, and it shall cause its Subsidiaries not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion otherwise transferring control over any containerboard xxxxx of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval or exemption of any Governmental Entity necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period under applicable Law; (ii) materially increase the risk of any Governmental Entity entering any judgment, decree, injunction or other order prohibiting the Offer, the Merger or any of the other transactions contemplated by this Agreement; (iii) materially increase the risk of not being able to remove any such judgment, decree, injunction or other order on appeal or otherwise; or (iv) restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement. (g) In furtherance and not in limitation of the foregoing, in the event that any litigation or other administrative or judicial action or proceeding is commenced, threatened or is reasonably foreseeable that seeks, or would reasonably be expected to seek, to restrict, prevent, prohibit, impede or delay the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, use its reasonable best efforts to take all actions, and do all things necessary, proper or advisable, and cooperate with each other, to contest and resist any such litigation, action or proceeding, including through litigation on the merits and appeal, and to, as applicable, avoid the entry of, or have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that restricts, prevents, prohibits, impedes or would have the effect of delaying the consummation of the Offer, the Merger or any of the other transactions contemplated by this Agreement, in any case as promptly as practicable and in any event no later than necessary to satisfy the HSR Condition in Annex I at least three Business Days prior to the Outside Date. In furtherance and not in limitation of the foregoing, in the event that any such litigation, action or proceeding is commenced against Parent or the Company (or any of their respective directors Subsidiaries, excluding the Company’s mill at Wallula, WA, whether effected through a sale, lease or Subsidiaries)transfer of assets or securities, or any such litigation, action or proceeding is, to the knowledge of Parent or the Company, as the case may be, threatened or reasonably foreseeable, Parent or the Company, as the case may be, shall promptly inform the other Party thereof in writing and shall provide the other Party with such updates and such information as the other Party shall reasonably request with respect to such litigation, action or proceeding, and the status thereof, provided, however, that neither Parent nor the Company shall be required to disclose any information if such disclosure would, in the opinion of its outside counsel, jeopardize any attorney-client or other legal privilege; provided further that the Parties shall use reasonable best efforts to enable such information to be furnished or made available to the other Party without jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreementotherwise. (h) In furtherance and not in limitation of the foregoing, each of Parent, Merger Sub and the Company shall provide such information and execute such further instruments and written assurances as may be reasonably requested by the other Parties and assist and cooperate with the other Parties, in each case in accordance with the provisions of this Agreement, in order to carry into effect the intents and purposes of, and to consummate the transactions contemplated by, this Agreement as promptly as practicable after the date of this Agreement.