Common use of Reasonable Efforts; Notification Clause in Contracts

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b). (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the Operative Agreementssole discretion of such party. In connection with and without limiting the foregoing, the Company Launch and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the OfferMerger, the Merger or any Operative this Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offertransactions contemplated by this Agreement, the Merger, any Operative Agreement or any other Transaction, take use all action necessary reasonable efforts to ensure that the Offer, the Merger and the other Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the OfferMerger, the Merger this Agreement and the other Transactionstransactions contemplated hereby. Notwithstanding anything herein to the foregoingcontrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the Company Board shall not be prohibited from taking sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any action permitted by Section 6.02(b)assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) The Company Launch shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, Yahoo! of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be acts necessary to obtain an approval or waiver from, or cause the conditions precedent set forth in Article VI to avoid an action or proceeding by any Governmental Entitybe satisfied, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits execution or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of the Operative Agreements. In connection with and without limiting the foregoing, the Company and the Company Board its affiliates shall be under any obligation (i) take all action necessary to ensure that no state takeover statute make proposals, execute or similar statute carry out agreements or regulation is submit to orders providing for the sale or becomes applicable to other disposition or holding separate (through the Offerestablishment of a trust or otherwise) of any assets or categories of assets of Parent, the Merger or any Operative Agreement or any of its affiliates or Company or the other Transactions and holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation), or (ii) if imposing or seeking to impose or confirm any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute limitation or regulation on the Offerability of Parent or any of its subsidiaries or affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the Merger and shares of Company Common Stock (or shares of stock of the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(bSurviving Corporation). (b) The Each of Company and Parent shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger (other than a Company Necessary Consent or Parent Necessary Consent), (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) In order to facilitate the integration of the operations of Parent and Company and to permit the coordination of their related operations on a timely basis, and in an effort to accelerate the earliest time possible following the Effective Time the benefits expected to be realized by the parties as a result of the Merger, Company shall use its commercially reasonable efforts to consult with Parent on material strategic and operational matters to the extent such consultation is not in violation of applicable Legal Requirements, including laws regarding exchange of information and other laws regarding competition.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Offer, the Merger and the other Transactionstransactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or Merger and other Governmental Entity vacated or reversed transactions contemplated hereby and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms transactions contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)hereby. (b) The Company shall give prompt notice Each party shall, subject to Parentapplicable Law, and Parent or Sub shall give prompt notice to the Company, of (i) promptly notify the other party of any representation or warranty made by it contained in written communication to that party from any Governmental Entity with respect to this Agreement that is qualified as and the Merger and permit the other party to materiality becoming untrue or inaccurate review in advance any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or proposed written communication to the foregoing, (ii) consult with the failure by it other parties in advance with respect to, and give the other party the opportunity to comply attend and participate at, any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or satisfy in inquiry concerning this Agreement or the Merger and (iii) furnish the other party with copies of all correspondence, filings, and written communications between them and their respective representatives on the one hand and any material Governmental Entity on the other hand, with respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement and the Merger.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unlessincluding, without limitation, Sections 6.1(d) and 6.2, if the Parent shall have elected to consummate the Merger and shall have delivered to the extent permitted by Section 6.02(b), Company the Company Board approves or recommends a Superior ProposalParent's Notice of Merger Election, each of the parties shall agrees to use its reasonable commercial efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, practicable the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable commercial efforts (i) the obtaining of to obtain all other necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of to make all other necessary registrations and filings (including other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity), (ii) the obtaining of to obtain all necessary consents, approvals or waivers from third parties, (iii) to prepare the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or Form S-4 and the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed Information Statement and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes repay, with funds of the Operative Agreements. In connection with and without limiting the foregoingSurviving Corporation, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms Company's indebtedness contemplated by Section 6.6 at the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)Effective Time. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice Notwithstanding anything to the Companycontrary in Section 7.2(a), of (i) neither Parent nor any representation of its subsidiaries shall be required to divest, or warranty made by it contained in this Agreement that is qualified as cause or permit the Company or its subsidiaries or affiliates to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in divest, any material respect portion of their respective businesses, product lines or assets; (ii) none of Parent, Merger Sub or the failure by it Company shall be required to comply with waive any of the conditions to the Merger set forth in Article VIII; and (iii) none of the Parent, Merger Sub or satisfy the Company shall be required to take any action that would cause a condition to the Merger in any material respect any covenant, condition or agreement Article VIII to fail to be complied with or satisfied by it under this Agreementsatisfied.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon Subject to Section 6.1(c) and 6.1(d), and upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated hereby, including using commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 7 and the conditions to the Offer set forth in Annex A to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Offercontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the Merger sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any Operative Agreement assets or categories of assets of Parent or any of its affiliates or the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement Company or any other Transaction, take all action necessary of its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable impose any limitation on the terms contemplated by ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the Operative Agreements and otherwise to minimize shares of Company Common Stock (or shares of stock of the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(bSurviving Corporation). (b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Offer or the Merger or (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries, in each case, that relates to the consummation of the Offer or the Merger. The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) failure of the failure by it Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Parent agrees to vote or cause to be voted all shares of Company Common Stock Beneficially Owned by Parent, Merger Sub or their affiliates in favor of the approval and adoption of this Agreement and the approval of the Merger at the Stockholders Meeting.

Reasonable Efforts; Notification. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents Consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by Action by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals Consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement, (iv) preventing the Operative Agreementsentry of any Order of the type set forth in Section 7.01(b) and appealing as promptly as possible any such Order that may be entered, and (v) having discussions with any Person who has made a demand for appraisal of the type that would give rise to a right of termination of this Agreement by Parent under Section 8.01(h) regarding such demand in an effort to have such Person withdraw such demand; provided that this Section 6.03(a) shall not be construed to require any party hereto to make or commit to make any payments (other than de minimus payments) or incur or commit to incur any additional obligations (other than de minimus obligations) to obtain any Consent or waiver from any Person. In furtherance and not in limitation of the foregoing, the parties shall promptly after the date hereof (x) make or cause to be made the filings required of such party in order to obtain all Permits required in connection with the Transactions (including the Merger), including under the HSR Act, if applicable, and any other applicable antitrust Laws and (y) comply with any request of such Government Entity and under the HSR Act, if applicable, for additional information, documents or other materials received by such party from any Government Entity in respect of such filings or such transaction. (b) Parent shall take the lead in and control of all discussions, negotiations and other communications with all Government Entities in connection with obtaining approval under any applicable antitrust Laws, including the HSR Act, if applicable. To the extent not expressly prohibited by applicable Law, the Company and Parent shall each cooperate, and cause their Representatives to cooperate, with any Governmental Entity in taking all actions, and furnishing all information, reasonably necessary to obtain any such approvals from any Governmental Entity, and shall comply promptly with all Laws that may be imposed on it with respect to the Closing. In connection with the actions and without limiting the foregoingprocedures referenced in this section, the Company each party shall, and the Company Board shall cause its Representatives to, (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of promptly and fully inform the other Transactions and of any written or material oral communication received from or given to any Governmental Entity, (ii) permit the other to review any submission to any Governmental Entity prior to making such submission, (iii) consult with the other in advance of any meeting, material conference or material discussion with any Governmental Entity, and (iv) if any state takeover statute or similar statute or regulation becomes applicable permitted to do so by the relevant Governmental Entity, subject to the Offerfirst sentence of this Section 6.03(b), the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and give the other Transactions may be consummated as promptly as practicable on the terms contemplated by opportunity to attend and participate in such meetings, conferences and discussions. (c) Notwithstanding anything to the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offercontrary in this Agreement, the Merger and the other Transactions. Notwithstanding the foregoing, neither the Company Board nor Parent or Sub shall not be prohibited from taking required to consent to any action permitted by Action described in Section 6.02(b7.02(c). (bd) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty warranty, or covenant made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any covenant being breached, such representation that any condition to Closing set forth in Article VII would be, or warranty could reasonably be expected to be, incapable of being satisfied; provided, however, that is not so qualified becoming untrue no such notification shall affect the representations, warranties, covenants or inaccurate in any material respect agreements of the parties or (ii) the failure by it conditions to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it the obligations of the parties under this Agreement. (e) Notwithstanding anything to the contrary in this Agreement, if required by any Governmental Entity as a condition to consummating the Transactions, Parent, Sub and, to the extent permitted by applicable Law, their respective Affiliates shall do or agree to do the following: (i) divest or hold separate any assets or businesses of any such Person or the Surviving Corporation and its subsidiaries, (ii) not compete with the Surviving Corporation and its subsidiaries in specified geographic areas or lines of business, (iii) restrict the manner in which such Persons or their subsidiaries may carry on business in specified geographic areas or restrict the exercise of the full rights of ownership of the Surviving Corporation, (iv) accept any and all obligations that a Government Entity may impose on such Persons to maintain facilities, operations, places of business, employment levels, products or businesses, or any other restriction, limitation or qualification, (v) make all payments required by any Government Entity, and (vi) take any other action or accept any limitation or restriction necessary to resolve any objections asserted by any Governmental Entity or any other Person with respect to the Transactions, including the Merger; provided, however, that Parent may require the Company to take any such actions as they relate to the Company or the Company Subsidiaries, if such action is conditioned on the consummation of the Transactions.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) in the case of Parent, the obtaining of all necessary approvals under any applicable Gaming Laws required in connection with this Agreement, the Merger and the other Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any the Transactions to be performed or consummated by such party in accordance with the terms of the Transactionsthis Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of the Operative Agreementsthis Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (ix) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger any Transaction or any Operative this Agreement or any of the other Transactions and (iiy) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement Transaction or any other Transactionthis Agreement, take all reasonable action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b). (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Nothing in Section 6.03(a) shall require Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company's assets or limits on the Company's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating solely to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order ("Antitrust Laws") or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating solely to Antitrust Laws.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall Parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable (subject to any applicable Legal Requirements) to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may conditions precedent set forth in Article 7 to be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, satisfied; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Legal Proceeding challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed; and (iviii) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Promptly after the date hereof, the Company shall give prompt notice all notices required to Parentbe given to third parties in connection with the transactions contemplated hereby, and Parent the Company shall obtain prior to the Closing all consents identified or Sub shall required to be identified in Section 2.5 of the Company Disclosure Schedule. (c) Purchaser and Merger Sub, on the one hand, and the Company, on the other hand, will give prompt notice to the Company, other of (i) any representation notice or warranty made by it contained other communication from any Person alleging that the consent of such Person is or may be required in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or connection with the Merger; (ii) any notice or other communication from any Governmental Entity in connection with the failure by it to comply with Merger; and (iii) any Legal Proceeding relating to, involving or satisfy in any material respect any covenant, condition otherwise affecting the consummation of the Merger or agreement to be complied with or satisfied by it under this Agreementthe other transactions contemplated hereby.

Reasonable Efforts; Notification. (a) 6.8.1 Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger Transaction and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Section 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations, notices and filings (including registrations, declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company each Party, and the Company Board shall (i) take all action necessary to ensure that no its respective board of directors and each Party and its managers, members, directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the OfferTransaction, the Merger or any Operative this Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable transactions contemplated by this Agreement, use their commercially reasonable efforts to enable the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger Transaction and the other Transactions may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the Operative Agreements and otherwise contrary, nothing in this Agreement shall be deemed to minimize require any of the effect Parties to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Offerassets, the Merger properties and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)stock. (b) The Company 6.8.2 FPI shall give prompt notice to ParentFPM upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, and Parent or Sub of any failure of FPI to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Section 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. 6.8.3 FPM shall give prompt notice to the Company, of (i) FPI upon becoming aware that any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming has become untrue or inaccurate in inaccurate, or of any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it of FPM to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each Each of the parties shall agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, practicable the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all other necessary registrations and filings (including other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any preparation of the TransactionsCompany Proxy Statement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company shall give prompt notice to Parent, Parent and Parent or Sub Merger Subsidiary shall give prompt notice to the Company, Company of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied compiled with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Parent, and Parent or Merger Subsidiary shall give prompt notice to the Company, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; and (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Each party shall promptly notify the other parties of any communication to that party from any Governmental Entity and permit the other parties to review in advance any proposed communications to any Governmental Entity. Parent and the Company shall not (and shall cause their respective affiliates and representatives not to) participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat. Each of the Operative Agreements. In parties hereto will coordinate and cooperate fully with the other parties hereto in exchanging such information and providing such assistance as such other parties may reasonably request in connection with the foregoing and without limiting in seeking early termination of any applicable waiting periods under the foregoing, HSR Act or in connection with other required consents. Each of the Company and Parent agrees to respond promptly to and comply fully with any request for additional infor- mation or documents under the Company Board shall HSR Act. Each party will provide the others with copis of all correspondence, filings or communications (ior memoranda setting forth the substance thereof) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement between such party or any of its representatives, on the one hand, and any Governmental Entity or members of its staff, on the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable hand, with respect to the Offer, the Merger, any Operative this Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms transactions contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)hereby. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants, or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal4.5(b) below, each of the parties shall agrees to use its reasonable efforts to take, or cause to be taken, all other actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepracticable the Purchase, the Offer, the Merger Offer and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all other necessary registrations and filings (including other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Notwithstanding the foregoing, promptly following the date hereof, Purchaser and the Company agree to fully cooperate with one another and shall give prompt notice each use their reasonable best efforts to Parentidentify the detailed steps, actions, documents and procedures necessary or desirable to effect the Offer, the registration of the Registrable Shares and the other transactions contemplated by this Agreement, and Parent shall negotiate in good faith such amendments or Sub additions to Sections 2.1(a) and Sections 2.1(c) through (j) of this Agreement, whether required by Law or otherwise, as the parties shall give prompt notice agree are necessary or advisable to effect the Companytransactions contemplated by this Agreement in the most expeditious manner possible. (c) Between the date hereof and the earlier to occur of the Closing Date and the termination of this Agreement pursuant to Section 5.1 hereof, each party to this Agreement shall promptly notify the other parties to this Agreement of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality or the Deed of Warranty becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied compiled with or satisfied by it under this Agreement or the Deed of Warranty; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or the Deed of Warranty. (d) Each party to this Agreement shall give prompt notice to the other parties to this Agreement of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article VIII to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities governmental authorities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anygovernmental authorities) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entitygovernmental authority, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity governmental authority vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Offercontrary, neither MTI nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the Merger sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any Operative Agreement assets or categories of assets of MTI or any of the other Transactions and (ii) if any state takeover statute its affiliates or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement SCI or any other Transaction, take all action necessary of its subsidiaries or the holding separate of the shares of SCI Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable impose any limitation on the terms contemplated by ability of MTI or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the Operative Agreements and otherwise to minimize shares of SCI Common Stock (or shares of stock of the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(bSurviving Corporation). (b) The Company Each of SCI, MTI, and Merger Sub will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any governmental authority in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting SCI, MTI or their respective subsidiaries that relates to the consummation of the Merger. SCI shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, MTI of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it of SCI to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. MTI shall give prompt notice to SCI of any representation or warranty made by MTI or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of MTI or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other TransactionsTransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from any Governmental Entities Entity and the making of all necessary registrations and filings (including filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the TransactionsTransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that in connection with any filing or submission or other action required to be made or taken by any Party to effect the Merger and all other Transactions contemplated hereby, the Company shall not without the prior written consent of Parent commit to any divestiture transaction and Parent shall not be required to divest or hold separate or otherwise take or commence to take any action that, in the reasonable discretion of Parent, limits in any material respect its freedom of action with respect to, or its ability to retain, the Company or any of its affiliates or any material portion of the Operative Agreementsassets of the Company. In connection with and without limiting the foregoing, the Company and the Company its Board of Directors shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the OfferMerger, the Merger or any Operative this Agreement or any of the other Transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Merger or this Agreement or any other Transactiontransaction contemplated by this Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the OfferMerger, the Merger this Agreement and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted Transactions contemplated by Section 6.02(b)this Agreement. (b) The Company shall give prompt notice to ParentEach of the Company, Parent and Parent or Merger Sub shall give prompt notice to the Company, other of (i) any representation of their representations or warranty made by it warranties contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect (including in the case of representations or warranties receiving knowledge of any such fact, event or circumstance which may cause any representation qualified as to the knowledge to be or warranty that is not so qualified becoming become untrue or inaccurate in any material respect respect) or (ii) the failure by it them to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon Each of the terms and subject parties shall cooperate with the other parties in connection with any filing to be made with respect to the conditions set forth fairness hearing to be held under the California Securities Law of 1986 pursuant to Section 5.3(e) hereof (the "Fairness Hearing") including, with respect to the party making a filing, providing copies of all requisite documents to the non-filing parties and their respective advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested by such non-filing party in this Agreementconnection therewith. (i) Each party shall use all commercially reasonable efforts to furnish to each of the other parties all information required for any application or other filing to be made pursuant to the Fairness Hearing. Each party shall promptly inform the other parties of any communication with, unlessand any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding the Fairness Hearing. No party shall independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties prior notice of the meeting and, to the extent permitted by Section 6.02(b)such Governmental Authority, the Company Board approves opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or recommends a Superior Proposal, each submitted by or on behalf of any party hereto in connection with the Fairness Hearing. (ii) Each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including (iA) the obtaining of all other necessary actions or nonactions, waivers, consents consents, licenses, permits, authorizations, orders and approvals from Governmental Entities Authorities and the making of all other necessary registrations and filings (including other filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity), (iiB) the obtaining of all necessary consents, approvals or waivers from third partiesparties set forth in Schedule 6.3(f) in the Miva Disclosure Schedule, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivC) the execution and delivery of any additional instruments necessary to consummate the Transactions and transaction contemplated by this Agreement. (iii) Notwithstanding anything to fully carry out the purposes contrary in this Agreement, (A) neither FindWhat nor any of its subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on FindWhat combined with the Surviving Corporation after the Effective Time, (B) prior to the Effective Time, Miva shall not be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Miva, (C) neither party nor their respective subsidiaries shall be required to take any action that would reasonably be expected to substantially impair the benefits expected, as of the Operative Agreements. In connection with and without limiting the foregoingdate hereof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute be realized by such party or similar statute or regulation is or becomes applicable to the Offer, its subsidiaries from consummation of the Merger or any Operative Agreement or and (D) neither party shall be required to waive any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable conditions to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary Merger set forth in Article VI as they apply to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)party. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger practicable and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Seller and Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) Purchaser upon becoming aware that any representation or warranty made by it Seller or Company contained in this Agreement that is qualified as to materiality becoming has become untrue or inaccurate in inaccurate, or of any respect failure of Company or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it Seller to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3(a) or 7.3(b) would not be satisfied; provided, however, that no such -------- ------- notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Purchaser shall give prompt notice to Company upon becoming aware that any representation or warranty made by Purchaser contained in this Agreement has become untrue or inaccurate, or of any failure of Purchaser to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied; provided, however, that no such notification shall affect the -------- ------- representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated hereby, including including, without limitation (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and the other transactions contemplated hereby and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company shall give prompt notice to Parent, and Parent or Acquisition Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or respect, (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (iii) any Material Adverse Effect with respect to it; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) 6.10.1 Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger Transaction and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in SECTION 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations, notices and filings (including registrations, declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company Each Party, and the Company Board shall (i) take all action necessary to ensure that no its respective board of directors and each Party and its managers, members, directors, officers and Shareholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the OfferTransaction, the Merger or any Operative this Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable transactions contemplated by this Agreement, use their commercially reasonable efforts to enable the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger Transaction and the other Transactions may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the Operative Agreements and otherwise contrary, nothing in this Agreement shall be deemed to minimize require any of the effect Parties to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Offerassets, the Merger properties and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)stock. (b) The Company 6.10.2 Ironclad shall give prompt notice to ParentEUTA upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, and Parent or Sub of any failure of Ironclad to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in SECTION 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. 6.10.3 EUTA shall give prompt notice to the Company, of (i) Ironclad upon becoming aware that any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming has become untrue or inaccurate in inaccurate, or of any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it of EUTA to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in SECTION 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything herein to the Offercontrary, nothing in this Agreement shall be deemed to require the Merger Purchaser or the Seller or an affiliate thereof to agree to any Operative Agreement divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the other Transactions and (ii) if imposition of any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable material limitation on the terms contemplated by the Operative Agreements and otherwise ability of any of them to minimize the effect conduct their business or to own or exercise control of such statute or regulation on the Offerassets, the Merger properties and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)stock. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Offer, the Merger and the other Transactionstransactions contemplated hereby, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or Merger and other Governmental Entity vacated or reversed transactions contemplated hereby and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms transactions contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)hereby. (b) The Company shall give prompt notice Each party shall, subject to Parentapplicable Law, and Parent or Sub shall give prompt notice to the Company, of (i) promptly notify the other party of any representation or warranty made by it contained in written communication to that party from any Governmental Entity with respect to this Agreement that is qualified as and the Merger and permit the other party to materiality becoming untrue or inaccurate review in advance any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or proposed written communication to the foregoing, (ii) consult with the failure by it other parties in advance with respect to, and gives the other party the opportunity to comply attend and participate at, any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or satisfy in inquiry concerning this Agreement or the Merger and (iii) unless subject to any material applicable privilege, furnish the other party with copies of all correspondence, filings, and written communications between them and their respective representatives on the one hand and any Governmental Entity on the other hand, with respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement and the Merger.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the OfferOffer and the Merger, the Merger and the other Transactionstransactions contemplated by this Agreement and the Stockholder Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the Stockholder Agreement or the consummation of any of the Transactionstransactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board of Directors shall (i) take all action necessary reasonable actions available to them to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Merger, this Agreement, the Stockholder Agreement or any of the other Transactions transactions contemplated by this Agreement or the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative this Agreement, the Stockholder Agreement or any other Transactiontransaction contemplated by this Agreement or the Stockholder Agreement, take all action necessary reasonable actions available to them to ensure that the Offer, the Merger and the other Transactions transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Operative Agreements Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger Merger, this Agreement, the Stockholder Agreement and the other Transactionstransactions contemplated by this Agreement or the Stockholder Agreement. Notwithstanding Nothing in this Agreement shall be deemed to require Parent to agree to dispose of any significant assets or businesses of the foregoingCompany, the Company Board shall not be prohibited from taking Parent or any action permitted by Section 6.02(b)of their respective subsidiaries. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including without limitation: (i) taking all reasonable acts necessary to cause the conditions precedent set forth in Article 7 to be satisfied, (ii) obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution and delivery of executing or delivering any additional instruments reasonably necessary to consummate the Transactions and to fully carry out the purposes of the Operative Agreementsthis Agreement. In connection with and without limiting the foregoing, the Buyer and its board of directors and Company and the Company Board shall (i) take all action necessary to ensure that no its manager shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the OfferTransactions or this Agreement, use its commercially reasonable efforts to enable the Merger or any Operative Agreement or any consummation of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative efficacy of this Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the Operative Agreements and otherwise contrary, nothing in this Agreement shall be deemed to minimize require Buyer or Company to agree to any divestiture by itself or any of its affiliates of equity interests of any business, assets or property, or the effect imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Offerassets, the Merger properties and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)equity interests. (b) The Company and Members shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) Buyer upon becoming aware that any representation or warranty made by it them contained in this Agreement that is qualified as to materiality becoming has become untrue or inaccurate in inaccurate, or of any respect failure of Company or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it Members to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Buyer shall give prompt notice to Company and Members upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Buyer to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall Parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 8 to be satisfied, (ii) obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from from, and giving all necessary notices to, third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company shall give prompt notice to ParentParent and Merger Sub, on the one hand, and Parent or Sub shall the Company, on the other hand, will give prompt notice to the Company, other of (i) any representation notice or warranty made by it contained other communication from any Person alleging that the consent of such Person is or may be required in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the failure by it to comply with Merger and (iii) any litigation relating to, involving or satisfy in any material respect any covenant, condition otherwise affecting the consummation of the Merger or agreement to be complied with or satisfied by it under this Agreementthe other transactions contemplated hereby.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unlesseach of Parent, to the extent permitted by Section 6.02(b), Merger Sub and the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by the Transaction Documents, including (i) the obtaining of all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents consents, qualifications and approvals from Governmental Entities and the making of all necessary registrations necessary, proper or advisable registrations, filings and filings (including filings with Governmental Entities, if any) notifications and the taking of all reasonable steps as may be necessary to obtain an approval approval, clearance, non-action letter, waiver or waiver from, or to avoid an action or proceeding by exemption from any Governmental EntityEntity (including, without limitation, under the HSR Act and Exon-Fxxxxx); (ii) the obtaining of all necessary necessary, proper or advisable consents, approvals qualifications, approvals, waivers or waivers exemptions from third parties, non-governmental Third Parties; and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed executing and (iv) the execution and delivery of delivering any additional documents or instruments necessary necessary, proper or advisable to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, the Operative Agreements. In connection with and without Transaction Documents. (b) Without limiting the foregoing, (i) each of the Company, Parent and Merger Sub shall use its commercially reasonable efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten (10) Business Days of the date hereof and any other required submissions under the HSR Act which the Company or Parent determines should be made, in each case with respect to the Merger and the transactions contemplated hereby, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; (ii) each of the Company, Parent and Merger Sub shall use its commercially reasonable efforts to (A) submit a draft of a joint Exon-Fxxxxx notification to the Committee on Foreign Investment in the United States (“CFIUS”) no later than one (1) Business Day following the date hereof, (B) submit a joint Exon-Fxxxxx notification to CFIUS as soon as practicable, but in any event no later than ten (10) Business Days, following the date hereof and (C) make any other submissions under Exon-Fxxxxx that are required to be made or which the Company and Parent mutually agree should be made as soon as practicable following the date hereof, in each case, in connection with this Agreement and the transactions contemplated hereby; and (iii) Parent, Merger Sub and the Company Board shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. (c) The Company, Parent, and Merger Sub shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company, Parent, and Merger Sub shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Law (including all information required to be included in the Offer Documents and the Company Disclosure Documents) in connection with the transactions contemplated by this Agreement. Each party hereto shall (i) take all give the other parties hereto prompt notice upon obtaining Knowledge of the making or commencement of any request, inquiry, investigation, action necessary to ensure that no state takeover statute or similar statute legal proceeding by or regulation is or becomes applicable before any Governmental Entity with respect to the Offer, the Merger or any Operative Agreement or any of the other Transactions and transactions contemplated by this Agreement, (ii) if any state takeover statute or similar statute or regulation becomes applicable keep the other parties hereto reasonably informed as to the Offerstatus of any such request, inquiry, investigation, action or legal proceeding, and (iii) promptly inform the other parties hereto of any material communication to or from the U.S. Federal Trade Commission, the MergerU.S. Department of Justice, any Operative Agreement foreign competition authority or any other Transaction, take all action necessary to ensure that the Offer, Governmental Entity regarding the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will 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 to be made or submitted by or on behalf of any party hereto, including reasonable access to any materials submitted pursuant to any Second Request or in connection with any other proceedings under or relating to any Antitrust Law. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this section as “outside counsel only.” Such materials and the other Transactions information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. In addition, except as may be consummated as promptly as practicable on the terms contemplated prohibited by the Operative Agreements and otherwise to minimize the effect any Governmental Entity or by any Law, each party hereto will permit authorized Representatives of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoingparties to be present at each meeting or telephone conference with representatives of any Governmental Entity relating to any such request, the Company Board shall not inquiry, investigation, action or legal proceeding and to have access to and be prohibited from taking consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation, action permitted by Section 6.02(b)or proceeding. (bd) The Without limiting any other obligations of Parent hereunder, Parent shall agree to the acceptance of any reasonable restrictions imposed by any Governmental Entity as a result of the CFIUS review on the business or operations of the Company or its subsidiaries or the control thereof by Parent (“Reasonable Restrictions”); provided, however, that under no circumstances shall give prompt notice any of the restrictions set forth in of the Section 6.3(d) Company Disclosure Schedules be deemed to Parentbe “Reasonable Restrictions”. Except for the obligation to accept Reasonable Restrictions as set forth in the immediately preceding sentence, nothing in this Agreement shall, as a result of the CFIUS review, require Parent or any of its Subsidiaries to, nor shall the Company or any of its Subsidiaries without the prior written consent of Parent agree or offer to: (i) effect any divestiture of, or hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, or to enter into any settlement or consent decree, or agree to any undertaking, with respect to any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, (ii) enter into, amend or agree to enter into or amend, any contract, agreement, license or other undertaking of the Company or its Subsidiaries or of Parent or its Subsidiaries or (iii) otherwise waive, abandon or alter any rights or obligations of the Company or its Subsidiaries or of Parent or its Subsidiaries. (e) Notwithstanding anything to the contrary herein and except as set forth in Section 6.3(d), nothing in this Agreement shall require Parent or any of its Subsidiaries to, nor shall the Company or any of its Subsidiaries without the prior written consent of Parent agree or offer to: (i) effect any divestiture of, or hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, or to enter into any settlement or consent decree, or agree to any undertaking, with respect to any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, (ii) enter into, amend or agree to enter into or amend, any contract, agreement, license or other undertaking of the Company or its Subsidiaries or of Parent or its Subsidiaries or (iii) otherwise waive, abandon or alter any rights or obligations of the Company or its Subsidiaries or of Parent or its Subsidiaries, except in each case as would not, individually or in the aggregate, materially diminish the benefits that would reasonably be expected to accrue to Parent from the Merger or the consummation of the transactions contemplated hereby. (f) Each of the Company, on the one hand, and Parent or Sub shall give prompt notice and Merger Sub, on the other, shall, to the Companyextent permitted by Applicable Law and subject to all privileges (including the attorney client privilege), of promptly (and in any event within five (5) Business Days) notify the other party in writing of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of the representations and warranties contained herein, or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any inaccuracy of any representation or warranty made by it contained in this Agreement at any time during the term hereof that is qualified as would reasonably be expected to materiality becoming untrue or inaccurate cause the conditions set forth in Annex I hereto not to be satisfied; (v) any respect or any such representation or warranty failure of that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under hereunder; provided, however, that the delivery of any notice pursuant to this AgreementSection 6.3(f) shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (other than consents, approval or waivers, the failure to obtain which would not have a material adverse effect on the Company or Parent, as the case may be), (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Section 5.5 or elsewhere in this Agreement, the Company shall not be required to take any action or do any thing if the Board of Directors of the Operative AgreementsCompany determines in good faith, after consultation with outside counsel, that the taking of such action or the doing of such thing would create a substantial risk of liability for breach of its fiduciary duties to the Company's stockholders under applicable law. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offerthis Agreement, the Merger, any Operative Agreement or any other Transaction, take use all action necessary reasonable efforts to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate such that the condition set forth in Section 6.2(a) would not be satisfied as a result thereof, or (ii) the failure by it to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this Agreement such that the condition set forth in Section 6.2(b) would not be satisfied as a result thereof; provided, however, ----------------- that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of (i) any such representation or warranty that is not so qualified made by it contained in this Agreement becoming untrue or inaccurate such that the condition set forth in any material respect Section 6.3(a) would not be satisfied as a result thereof or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that the condition set forth in Section 6.3(b) would not be satisfied as a result thereof; provided, however, ----------------- that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Offercontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the Merger sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any Operative Agreement assets or categories of assets of Parent or any of its affiliates or the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement Company or any other Transaction, take all action necessary of its subsidiaries or the holding separate of the shares of Company Capital Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable impose any limitation on the terms contemplated by ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the Operative Agreements and otherwise to minimize shares of Company Capital Stock (or shares of stock of the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(bSurviving Corporation). (b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) failure of the failure by it Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for appraisal rights pursuant to Section 262 of the DGCL.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Offercontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the Merger sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any Operative Agreement assets or categories of assets of Parent or any of its affiliates or the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement Company or any other Transaction, take all action necessary of its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable impose any limitation on the terms contemplated by ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the Operative Agreements and otherwise to minimize shares of Company Common Stock (or shares of stock of the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(bSurviving Corporation). (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the OfferClosing, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company Selling Parties shall give prompt notice to ParentHIG, and Parent or Sub HIG shall give prompt notice to the CompanySelling Parties, of (i) any representation or warranty made by it such party contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming has become untrue or inaccurate in any material respect respect, or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that such notification shall not, in and of itself, excuse or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Offercontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the Merger sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any Operative Agreement assets or categories of assets of Parent or any of its affiliates or the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement Company or any other Transaction, take all action necessary of its subsidiaries or the holding separate of the shares of Company Capital Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable impose any limitation on the terms contemplated by ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the Operative Agreements and otherwise to minimize shares of Company Capital Stock (or shares of stock of the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(bSurviving Corporation). (b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) failure of the failure by it Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for appraisal rights pursuant to Section 262 of the DGCL and any other applicable law.

Reasonable Efforts; Notification. (a) Upon Each of the terms Parties shall file (i) any Notification and subject Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and (ii) all notifications and materials required to obtain the Regulatory Approvals and required in Mexico, and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each Party shall furnish to the conditions set forth in other Parties all information required or reasonably necessary for any filing to be made with any such Governmental Entity. Each Party shall promptly inform the other Party of any communication with any such Governmental Entity regarding any such filings. Each of the Parties shall use commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any such Governmental Entity with respect to any such filing or otherwise with respect to the transactions contemplated by this Agreement, unlessincluding, in the case of Buyer, offering and taking all commercially reasonable actions, steps or measures that are necessary to the extent permitted obtain clearance by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each any such Governmental Entity. (b) Each of the parties Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the giving of all other notices to, the making of all other filings with, and the obtaining of all necessary actions or nonactions, waiversother authorizations, consents and approvals from from, other Governmental Entities and (other than those that are the making subject of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental EntitySection 5.2(a)), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, the release of Encumbrances required by Section 6.3(e) and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments documents that may be necessary or desirable to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (bc) The Company During the period from the date hereof to the Closing, the Sellers shall give prompt notice to ParentBuyer, and Parent or Sub Buyer shall give prompt notice to the CompanySellers, of (i) the occurrence or nonoccurrence of any event which would cause any representation or warranty made by it the Sellers, or by Buyer, as applicable, contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) the any material failure by it the Sellers, or by Buyer, as applicable, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under them hereunder; provided, however, that the delivery of any notice pursuant to this AgreementSection 5.2 shall not limit or otherwise affect the remedies available hereunder to the Party to which such notice is given.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesparties (other than consents, approval or waivers, the failure to obtain which would not have a material adverse effect on the Company or Parent, as the case may be), (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Section 5.5 or elsewhere in this Agreement, the Company shall not be required to take any action or do any thing if the Board of Directors of the Operative AgreementsCompany determines in good faith, after consultation with outside counsel, that the taking of such action or the doing of such thing would create a substantial risk of liability for breach of its fiduciary duties to the Company's stockholders under applicable law. In connection with and without limiting the foregoing, the Company and the Company its Board shall (i) take all action necessary to ensure that no of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offerthis Agreement, the Merger, any Operative Agreement or any other Transaction, take use all action necessary reasonable efforts to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate such that the condition set forth in Section 6.2(a) would not be satisfied as a result thereof, or (ii) the failure by it to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it under this Agreement such that the condition set forth in Section 6.2(b) would not be satisfied as a result thereof; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of (i) any such representation or warranty that is not so qualified made by it contained in this Agreement becoming untrue or inaccurate such that the condition set forth in any material respect Section 6.3(a) would not be satisfied as a result thereof or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that the condition set forth in Section 6.3(b) would not be satisfied as a result thereof; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article VI to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Offercontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the Merger sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any Operative Agreement assets or categories of assets of Parent or any of the other Transactions and (ii) if any state takeover statute its affiliates or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement Company or any other Transaction, take all action necessary of its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable impose any limitation on the terms contemplated by ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the Operative Agreements and otherwise to minimize shares of Company Common Stock (or shares of stock of the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(bSurviving Corporation). (b) The Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, or any material adverse event involving its business or operations; provided, however, that no such notification shall affect the -43- 48 representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) 6.7.1 Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall Parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 8 to be satisfied, (ii) obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from from, and giving all necessary notices to, third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement. 6.7.2 Parent and Merger Sub, on the Operative Agreements. In connection with and without limiting the foregoingone hand, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the OfferCompany, the Merger or any Operative Agreement or any of on the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offerhand, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b). (b) The Company shall give prompt notice to Parent, and Parent or Sub shall will give prompt notice to the Company, other of (i) any representation notice or warranty made by it contained other communication from any Person alleging that the consent of such Person is or may be required in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the failure by it to comply with Merger and (iii) any litigation relating to, involving or satisfy in any material respect any covenant, condition otherwise affecting the consummation of the Merger or agreement to be complied with or satisfied by it under this Agreementthe other transactions contemplated hereby.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other TransactionsMerger, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the TransactionsMerger, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated hereby and to fully carry out the purposes of this Agreement; provided, however, that the Operative Agreementsobligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 5.02(b). In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger any Transaction or any Operative this Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transactionthis Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements this Agreement and otherwise to minimize the effect of such statute or regulation on the OfferMerger. Nothing in this Agreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking to dispose of any action permitted by Section 6.02(b)significant asset or collection of assets or breach any material agreement to which it is a party. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties hereto shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the OfferClosing, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company Selling Parties shall give prompt written notice to ParentBuyer, and Parent or Sub Buyer shall give prompt notice to the CompanySelling Parties, of (i) any representation or warranty made by it such party contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming has become untrue or inaccurate in any material respect respect, or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that such notification shall not, in and of itself, excuse or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) 6.9.1 Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Section 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations, notices and filings (including registrations, declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company each Party, and the Company Board shall (i) take all action necessary to ensure that no its respective board of directors and each Party and its managers, members, directors, officers and shareholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the OfferMerger, the Merger or any Operative this Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable transactions contemplated by this Agreement, use their commercially reasonable efforts to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, enable the Merger and the other Transactions may transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the Operative Agreements and otherwise contrary, nothing in this Agreement shall be deemed to minimize require any of the effect Parties to agree to any divestiture by itself or any of its affiliates of shares of capital stock, membership interests or ownership interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such statute or regulation on the Offerassets, the Merger properties and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)stock. (b) The Company 6.9.2 VISTAGEN shall give prompt notice to ParentEXCALIBER upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, and Parent or Sub of any failure of VISTAGEN to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Section 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. 6.9.3 EXCALIBER shall give prompt notice to the Company, of (i) VISTAGEN upon becoming aware that any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming has become untrue or inaccurate in inaccurate, or of any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it of EXCALIBER to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the OfferClosing, the Merger and the other Transactionstransactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company Selling Parties shall give prompt notice to ParentHI Metals, and Parent or Sub HI Metals shall give prompt notice to the CompanySelling Parties, of (i) any representation or warranty made by it such party contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming has become untrue or inaccurate in any material respect respect, or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that such notification shall not, in and of itself, excuse or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article 6 to be satisfied, (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything in this Agreement to the Offercontrary, neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the Merger sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any Operative Agreement assets or categories of assets of Parent or any of its affiliates or the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement Company or any other Transaction, take all action necessary of its subsidiaries or the holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable impose any limitation on the terms contemplated by ability of Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the Operative Agreements and otherwise to minimize shares of Company Common Stock (or shares of stock of the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(bSurviving Corporation). (b) Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) failure of the failure by it Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for appraisal or purchase rights pursuant to Delaware Law or California Law, respectively.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall Parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable (subject to any applicable Legal Requirements) to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger practicable and the other Transactionstransactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) causing the conditions precedent set forth in Article VIII to be satisfied, (ii) obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities including, without limitation, from the Texas Public Utilities Commission, and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable lawful steps as that may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by any Governmental EntityAuthority, (iiiii) the obtaining of all necessary consents, approvals or waivers from from, and giving all necessary notices to, third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the Transactionstransactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed reversed, and (ivv) the execution executing and delivery of delivering any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company From the date hereof until the Closing, the Sellers shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of promptly notify Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by it contained the Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 8.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iv) any actions commenced or, to the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Business or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.12 or that relates to the consummation of the transactions contemplated by this Agreement. (c) Purchaser’s receipt of information pursuant to this Section 6.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Sellers in this Agreement that is qualified as and shall not be deemed to materiality becoming untrue amend or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) supplement the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this AgreementSeller Disclosure Schedule.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposalhereof, each of the parties shall hereto will (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the Securities Act and the Exchange Act, with respect to the Transactions and (ii) use its all reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to satisfy the conditions to the Offer and the Merger and to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of effective the Transactions, including seeking . In case at any Time after the Effective Time any further action is necessary or desirable to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingthis Agreement, the Company proper officers and directors of each party to this Agreement will use all reasonable efforts to take all such action. (b) Parties hereby agree that they will, and they will cause each of their respective affiliates to, use all reasonable efforts to obtain any government clearances required for completion of the Offer and the Company Board shall Merger (iincluding through compliance with the HSR Act), to respond to any government requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) take all action necessary to ensure (an "Order") that no state takeover statute restricts, prevents or similar statute or regulation is or becomes applicable to prohibits the Offer, the Merger or any Operative Agreement or any consummation of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take including by vigorously pursuing all action necessary to ensure that the Offer, the Merger available avenues of administrative and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactionsjudicial appeal. Notwithstanding the foregoing, in no event shall the Company Board shall not Parent, Purchaser or the Surviving Corporation be prohibited from taking required to divest any action permitted of their respective 42 44 assets or agree to any restriction in their businesses as currently or proposed to be conducted. The parties hereto will 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 Section 6.02(b)or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other federal, state or foreign antitrust or fair trade law. (bc) The Company shall give prompt notice to ParentEach of the Company, Parent and Parent or Sub Purchaser shall give prompt notice to the Company, other of (i) any representation of their representations or warranty made by it warranties contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect (including in the case of representations or warranties receiving knowledge of any such fact, event or circumstance which may cause any representation qualified as to the knowledge to be or warranty that is not so qualified becoming become untrue or inaccurate in any material respect respect) or (ii) the failure by it them to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be acts necessary to obtain an approval or waiver from, or cause the conditions precedent set forth in Article VI to avoid an action or proceeding by any Governmental Entitybe satisfied, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and or delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of the Operative Agreements. In connection with and without limiting the foregoing, the Company and the Company Board its affiliates shall be under any obligation (i) take all action necessary to ensure that no state takeover statute make proposals, execute or similar statute carry out agreements or regulation is submit to orders providing for the sale or becomes applicable to other disposition or holding separate (through the Offerestablishment of a trust or otherwise) of any assets or categories of assets of Parent, the Merger or any Operative Agreement or any of its affiliates or Company or the other Transactions and holding separate of the shares of Company Common Stock (or shares of stock of the Surviving Corporation), or (ii) if imposing or seeking to impose or confirm any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute limitation or regulation on the Offerability of Parent or any of its subsidiaries or affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the Merger and shares of Company Common Stock (or shares of stock of the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(bSurviving Corporation). (b) The Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) In order to facilitate the integration of the operations of Parent and Company and to permit the coordination of their related operations on a timely basis, and in an effort to accelerate the earliest time possible following the Effective Time the benefits expected to be realized by the parties as a result of the Merger, Company shall use its commercially reasonable efforts to consult with Parent on material strategic and operational matters to the extent such consultation is not in violation of applicable law, including laws regarding exchange of information and other laws regarding competition.

Reasonable Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposalfiduciary duties of their respective Boards of Directors, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, practicable the Offer, the Merger and the other Transactionstransaction contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all other necessary registrations and filings (including other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity), (ii) the obtaining of all necessary consents, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company Notwithstanding anything to the contrary in Section 6.1(a) (i) neither GB nor any of its subsidiaries shall give prompt notice be required to Parentdivest, or cause or permit CKE or its affiliates to divest, any of their respective businesses, product lines or assets, or to make or agree to take any other action or agree to any limitation that could reasonably be expected to have a material adverse effect on the value, condition (financial or otherwise), prospects, business or results of operations of GB and its subsidiaries taken as a whole or of CKE and its subsidiaries taken as a whole or all such entities taken together, and Parent or Sub neither party shall be required to waive any of the conditions to the transaction hereunder set forth in Article VII. (c) Each party shall give prompt notice to the Company, other party of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied ratified by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (d) CKE shall give prompt notice to GB, and GB shall give prompt notice to CKE, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting it which, if pending on the date of this Agreement would have been required to have been disclosed pursuant to Section 3.1(m) or Section 3.2(f) or which relate to the consummation of the transaction contemplated by this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Agreement including Section 6.02(b), the Company Board approves or recommends a Superior Proposal5.02, each of the parties shall use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other TransactionsMerger, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the consummation of any of the TransactionsMerger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, (iv) obtaining the Financing (consistent with the limitations in Section 6.03(e)) and (ivv) the execution and delivery of any additional instruments necessary to consummate the Transactions Merger and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Agreement or any of the other Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Agreement or any other Transaction, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)this Agreement. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Nothing in Section 6.03(a) shall require Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company's assets or limits on the Company's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations to remove any impediments to the Merger relating to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order ("Antitrust Laws") or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws. (d) Parent shall no less frequently than weekly inform the Company of the current status (including all material developments and in reasonable detail) of the Financing or any alternative financing thereto for the consummation of the Merger and the expected timing for the closing of the Financing or such alternative financing, and provide copies of material documentation or other material written materials to the Company as the Company may reasonably request in writing from time to time. (e) Parent may, from time to time, amend Section 4.07 of the Parent Disclosure Letter without the consent of the Company or any other person to accurately set forth the then current material details of the Financing; provided, however, that in no event shall Section 4.07 of the Parent Disclosure Letter, the Financing or this Agreement (i) require the sale or issuance prior to the Effective Time of any securities of the Company or any Company Subsidiary, (ii) require the taking of any action by the Company Board or by any board of directors of any Company Subsidiary at or prior to the Effective Time with respect to the offer, sale or issuance of any securities of the Company or any Company Subsidiary at or prior to the Effective Time or (iii) require the delivery by any Representative of the Company or of any Company Subsidiary of any certificate or document prior to the Effective Time or, in such Representative's capacity as a Representative of the Company (as opposed to his or her capacity as a Representative of the Surviving Corporation), at the Effective Time with respect to the offer, sale or issuance of any securities of the Company or any Company Subsidiary at or prior to the Effective Time. For the avoidance of doubt, nothing in the foregoing proviso is intended to restrict the ability of the Surviving Corporation to offer, sell or issue any securities of the Surviving Corporation at or after the Effective Time or to have Representatives of the Surviving Corporation take any action in connection therewith.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (including, in the case of Parent, agreeing to take or to refrain from taking any action as may be required by a Governmental Entity in connection with obtaining expiration of the applicable waiting period under the HSR Act, provided that neither Parent nor any Parent Subsidiary shall be required to take or to refrain from taking any action if to so take or refrain from taking such action is, or would reasonably be expected to be adverse and material in relation to the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company, the Company Subsidiaries, and Ingalls Shipbuilding, Inc., taken as a whole), (ii) the obtaining of all necessary axx xxxxssary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any Operative other Transaction Agreement or the consummation of any of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Operative Transaction Agreements. In connection with and without limiting the foregoing, the Company and the Company Board shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger Transactions or any Operative this Agreement or any of the other Transactions Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative Transactions or this Agreement or any other TransactionTransaction Agreement, take all action necessary to ensure that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise Transaction Agreements. Except to minimize the effect extent provided in clause (i) of such statute or regulation on the Offerfirst sentence of this paragraph (a), notwithstanding anything to the contrary contained in any Transaction Agreement, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board "reasonable efforts" of Parent shall not be prohibited from taking require Parent to agree to any action permitted by prohibition, limitation or other requirement of the type set forth in Section 6.02(b7.2(c). (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this any Transaction Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this any Transaction Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under the Transaction Agreements.

Reasonable Efforts; Notification. Each of FindWhat and Espotting shall cooperate with the other party in connection with any filing (a) Upon the terms and subject including, with respect to the conditions set forth party making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Authority under any Antitrust Laws (as defined in Section 5.1(a)(ii)) with respect to any such filing or any such transaction. If applicable, the parties shall make or cause to be made the filings required of such party or any of its subsidiaries or affiliates under the HSR Act, with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this Agreement, unlessand comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in respect of such filings or such transactions. (i) Each party shall use all reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by Section 6.02(b)such Governmental Authority, the Company Board approves opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or recommends submitted by or on behalf of any party hereto in connection with proceedings under any Antitrust Laws. (ii) Each of FindWhat and Espotting shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under any Antitrust Laws and any other federal, state or foreign statues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions, including transactions, acquisitions and mergers, having the purpose or effect of creating or strengthening a Superior Proposaldominant position, monopolization, lessening of competition or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of FindWhat and Espotting shall cooperate and use all reasonable efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement FindWhat and Espotting decide that litigation is not in their respective best interests. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.1(a) shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.1(a). Each of FindWhat and Espotting shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under any Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (iii) Each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, including (iA) the obtaining of all other necessary actions or nonactions, waivers, consents consents, licenses, permits, authorizations, orders and approvals from Governmental Entities Authorities and the making of all other necessary registrations and filings (including other filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity), (iiB) the obtaining of all necessary consents, approvals or waivers from third partiesparties related to or required in connection with the Merger that are necessary to consummate the Merger and the transactions contemplated by this Agreement or required to prevent a Material Adverse Effect on FindWhat or Espotting from occurring prior to or after the Effective Time, (iiiC) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative Agreement or the consummation of any preparation of the TransactionsProxy Statement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed the Prospectus and the Registration Statement, and (ivD) the execution and delivery of any additional instruments necessary to consummate the Transactions transaction contemplated by, and to fully carry out the purposes of the Operative Agreements. In connection with and without limiting the foregoingof, the Company and the Company Board shall this Agreement. (iiv) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable Notwithstanding anything to the Offercontrary in this Agreement, (A) neither FindWhat nor any of its subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on FindWhat combined with the Merger or any Operative Agreement or Surviving Corporation after the Effective Time, (B) prior to the Effective Time, neither Espotting nor any of the Espotting Subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any other Transactions and (ii) if action or agree to any state takeover statute or similar statute or regulation becomes applicable limitation that could reasonably be expected to the Offer, the Merger, any Operative Agreement have a Material Adverse Effect on Espotting or any other TransactionEspotting Subsidiary, (C) neither party nor their respective subsidiaries shall be required to take all any action necessary that would reasonably be expected to ensure that substantially impair the Offerbenefits expected, as of the date hereof, to be realized from consummation of the Merger and (D) neither party shall be required to waive any of the other Transactions may be consummated as promptly as practicable on the terms contemplated by the Operative Agreements and otherwise conditions to minimize the effect of such statute or regulation on the Offer, the Merger and the other Transactions. Notwithstanding the foregoing, the Company Board shall not be prohibited from taking any action permitted by Section 6.02(b)set forth in Article VI as they apply to such party. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties shall agrees to use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the OfferOffer and the Merger, the Merger and the other Transactionstransactions contemplated by this Agreement and the Stockholder Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging any Operative this Agreement or the Stockholder Agreement or the consummation of any of the Transactionstransactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions transactions contemplated by, and to fully carry out the purposes of the Operative Agreementsof, this Agreement. In connection with and without limiting the foregoing, the Company and the Company its Board of Directors shall (i) take all action necessary reasonable actions available to them to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger or any Operative Merger, this Agreement, the Stockholder Agreement or any of the other Transactions transactions contemplated by this Agreement or 44 38 the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, any Operative this Agreement, the Stockholder Agreement or any other Transactiontransaction contemplated by this Agreement or the Stockholder Agreement, take all action necessary reasonable actions available to them to ensure that the Offer, the Merger and the other Transactions transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Operative Agreements Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger Merger, this Agreement, the Stockholder Agreement and the other Transactionstransactions contemplated by this Agreement or the Stockholder Agreement. Notwithstanding Nothing in this Agreement shall be deemed to require Parent to agree to dispose of any significant assets or businesses of the foregoingCompany, the Company Board shall not be prohibited from taking Parent or any action permitted by Section 6.02(b)of their respective subsidiaries. (b) The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.