Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject (a) Prior to the Closing, upon the terms and subject to the conditions provided in of this Agreement, each of the parties hereto shall Parent, Merger Sub and the Company agree to use its reasonable best efforts to take promptlytake, or cause to be taken promptlytaken, all actions, and to do promptlydo, or cause to be done promptlydone, all things necessary, proper or advisable under (subject to any applicable laws and regulations laws) to consummate the Merger and make effective the transactions contemplated herebyMerger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to cause all conditions be filed to consummate the obligations Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to effect materially delay the Merger to occurobtaining of, to obtain all or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary waivers, consents, approvals and other documents required to be delivered hereunder and obtained prior to effect all necessary registrations and filings and to remove Closing. Notwithstanding the foregoing or any injunctions or other impediments or delays, legal or otherwisecovenant in this Agreement, in order to consummate and make effective connection with the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) receipt of any shares of capital stock or of any businessnecessary approvals under the HSR Act, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or neither the Company to conduct their respective businesses or own nor any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company Subsidiaries shall be entitled to conduct its businesses divest or own hold separate or otherwise take, or commit to take, any capital stock action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or to acquireany Company Subsidiary, hold or exercise full rights of ownership of its businesses without the Parent's prior written consent (any such action described which may be withheld in (xthe Parent's sole and absolute discretion), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to (a) Upon the terms and subject to the conditions provided set forth in this Agreement, each of the parties party hereto shall use its reasonable efforts to take promptlytake, or cause to be taken promptlytaken, all actions, and to do promptlydo, or cause to be done promptlydone, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby and by the Stockholders Agreement. The Company and Parent shall use their reasonable efforts to (i) obtain all licenses, permits, consents, waivers, approvals, authorizations, qualifications or orders (including all United States and foreign governmental and regulatory rulings and approvals), and the Company and Parent shall make all filings (including, without limitation, all filings with United States and foreign governmental or regulatory agencies) under applicable Law required in connection with the authorization, execution and delivery of this Agreement by the Company and Parent and the consummation by them of the transactions contemplated hereby, to cause including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all conditions such filings, including providing copies of all such documents to the obligations nonfiling party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or changes suggested in connection therewith) and (ii) to furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable Regulations of the other parties hereto to effect the Merger to occur, to obtain any Governmental Authority (including all necessary waivers, consents, approvals and other documents information required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions included in the Proxy Statement or other impediments or delays, legal or otherwise, the Registration Statement) in order to consummate and make effective connection with the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that neither Parent nor any of its Affiliates shall not be required to agree under any obligation to (x) any licensemake proposals, execute or carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties categories of assets of Parent, any of its subsidiaries Affiliates, the Company or affiliates or the holding separate of the Company, (y) the imposition shares of Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent, Parent or any of its subsidiaries Subsidiaries or affiliates or the Company Affiliates to conduct their respective businesses business or own any capital stock or such assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, shares Company Common Stock or (zy) the imposition of otherwise take any step to avoid or eliminate any impediment on Parent, its subsidiaries or affiliates or the Company which may be asserted under any statute, rule, regulation, executive order, decree, order or other legal restraint Law governing competition, monopolies or restrictive trade practices; provided furtherpractices which, (aa) in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or might adversely affect the Company shall not be required or Parent or any of Parent's Affiliates. Neither party hereto will take any action which to agree to the imposition of its Knowledge will result in any limitation on the ability of the Company representations or warranties made by such party pursuant to conduct its businesses Articles II or own III, as the case may be, becoming untrue or inaccurate in any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entitymaterial respect.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to ensure that its representations and warranties remain true and correct in all material respects, and to take promptly, or cause to be taken promptlytaken, all actions, and to do promptly, or cause to be done promptlydone, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consentsconsents and approvals, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings filings, and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, provided that Parent shall not be required to agree to (x) any license, sale divestiture by Parent or other disposition the Company or holding separate (through establishment any of a trust Parent's subsidiaries or otherwise) affiliates of any shares of capital stock or of any business, assets or properties property of Parent, its subsidiaries Parent or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock its affiliates, or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. To the extent required by law, as soon as may be reasonably practicable, the Company and Parent each shall file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") Notification and Report forms relating to conduct its businesses the transactions contemplated herein as required by the HSR Act, as well as comparable premerger notification forms required by the merger notification or own control laws and regulations of any capital stock or assets or applicable jurisdiction, as agreed to acquire, hold or exercise full rights of ownership of its businesses by the parties. The Company and Parent each shall promptly (any such action described in (x), (y), (za) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate supply the other with any Governmental Entityinformation which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate.

Reasonable Efforts. Subject (a) Prior to the Closing, upon the terms and subject to the conditions provided in of this Agreement, each of the parties hereto shall agrees to use its commercially reasonable efforts to take promptlytake, or cause to be taken promptlytaken, all actions, and to do promptlydo, or cause to be done promptlydone, all things necessary, proper or advisable under (subject to any applicable laws and regulations laws) to consummate the Merger and make effective the transactions contemplated herebyMerger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to cause all conditions be filed to consummate the obligations Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to effect materially delay the Merger to occurobtaining of, to obtain all or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary waivers, consents, approvals and other documents required to be delivered hereunder obtained prior to Closing. Notwithstanding any other provision of this Agreement, neither the Company nor any of its Subsidiaries shall be entitled to (nor shall Parent or any of its Subsidiaries be required to) divest or hold separate or otherwise take or commit to take any action that limits the Parent's or the Surviving Corporation's freedom of action with respect to, or ability to retain, the Company or any of its Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion). Nothing in this Agreement shall require the Parent to effect all necessary registrations and filings and commence Litigation to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company Restraint issued under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entityantitrust law.

Reasonable Efforts. Subject (a) Prior to the Closing, upon the terms and subject to the conditions provided in set forth of this Agreement, each of Parent, Purchaser and the parties hereto shall Company agree to use its commercially reasonable efforts to take promptlytake, or cause to be taken promptlytaken, all actions, and to do promptlydo, or cause to be done promptlydone, all things necessary, proper or advisable under applicable laws and regulations (subject to any Applicable Laws) to consummate the Offer and the Merger and make effective the transactions contemplated herebyMerger and the other Transactions as promptly as practicable, including (i) the preparation and filing of all forms, registrations and notices required to cause all conditions be filed to consummate the obligations Offer, the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, Orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties hereto parties' conditions to effect the Merger to occur, Closing. The Company shall reasonably cooperate in Purchaser's efforts to obtain all debt financing that is sufficient to consummate the Transactions. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary waivers, consents, approvals and other documents required to be delivered hereunder and obtained prior to effect all necessary registrations and filings and to remove Closing. Notwithstanding the foregoing, or any injunctions or other impediments or delays, legal or otherwisecovenant herein contained, in order to consummate and make effective connection with the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) receipt of any shares of capital stock or of any businessnecessary approvals under the HSR Act, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or neither the Company to conduct their respective businesses or own nor any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company Subsidiaries shall be entitled to conduct its businesses divest or own hold separate or otherwise take or commit to take any capital stock action that limits Parent's or Purchaser's freedom of action with respect of, or their ability to retain, the Company or any of the Company Subsidiaries or any material portions thereof or any of the businesses, Product lines, properties or assets of the Company or to acquireany of the Company Subsidiaries, hold or exercise full rights of ownership of its businesses without Parent's prior written consent (any such action described which may be withheld in (xParent's sole and absolute discretion), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to Parent's rights to delay the terms and conditions provided Closing as set forth in this AgreementSection 2.1, each of the parties hereto Company and Parent and their respective Subsidiaries shall use their reasonable commercial efforts to effectuate the transactions contemplated hereby and to cause to be fulfilled the conditions to Closing under this Agreement, and the Company shall use its commercially reasonable efforts to comply with and to effectuate the Voting Agreements and the Option Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, (i) (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and each of the Company and its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such a transaction (which may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take promptly(or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or cause its ability to be taken promptlyretain, all actionsthe Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, except (1) Parent shall take such action with respect to personal communications services ("PCS") spectrum in the Company's geographic cellular service areas as is required to comply with the FCC's spectrum aggregation rules and policies or shall obtain a timely waiver of such rules and policies and (2) any such divestiture, requirement to hold separate, or limitation that arises after Parent or any of its Subsidiaries engages in, or agrees to engage in, a merger, acquisition or other business combination transaction after the date hereof (and which has not been publicly announced prior to the date hereof), but would not have arisen but for Parent engaging in or agreeing to engage in such transaction, and to do promptly(ii) nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition or business combination transaction; provided that such merger, acquisition or, business combination transaction would not (x) prevent, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations delay beyond the Outside Date the ability of Parent to consummate and make effective the transactions contemplated hereby, to Merger or (y) cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, fail to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective qualify as a reorganization within the transactions contemplated by this Agreement for the purpose meaning of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwiseSection 368(a) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental EntityCode.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptlypromptly take, or cause to be taken promptlytaken, all actions, and to do promptly, or cause to be done promptlydone, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effectuate the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, consents and approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective effectuate the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided. If required, howeveras soon as may be reasonably practicable, that Parent each of the Seller and the Purchaser shall not file pre-transaction notification forms required by the transactional notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. Seller and Purchaser shall promptly (a) supply the other with any information which may be required in order to agree to effectuate such filings and (xb) supply any license, sale additional information which may reasonably be required by the competition or other disposition or holding separate (through establishment of a trust or otherwise) transactional control authorities of any shares other jurisdiction and which the Parties may reasonably deem appropriate. Notwithstanding anything in this Section to the contrary, nothing herein shall require any party or any of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition to agree to any divestiture of any limitation on the ability of Parentits respective businesses, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquireproperties, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to otherwise agree to the imposition of any limitation on the ability of the Company any of them to conduct its their respective businesses or to own any capital stock or exercise control of such businesses, assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entityproperties.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken promptlytaken, all actions, and to do promptly, or cause to be done promptlydone, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, tax opinions and approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided. Notwithstanding the foregoing, however(A) none of Parent, that Parent the Company or any of their respective subsidiaries shall not be required to agree to (x) any license, sale divestiture or other disposition hold separate or holding separate (through establishment similar transaction by it or any of a trust its subsidiaries or otherwise) affiliates of any shares of capital stock or of any business, assets or properties property of Parent, its any of them or any of their subsidiaries or affiliates affiliates, or of the Company, (y) the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock and (B) the Company shall not, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction by it or any of its subsidiaries or affiliates or the Company to conduct their respective businesses or own any of shares of capital stock or of any business, assets or to acquire, hold property of any of them or exercise full rights of ownership any of their respective businesses andsubsidiaries or affiliates, in the case of Parent, the business of the Company, (z) or the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any material limitation on the ability of the Company any of them to conduct its their businesses or to own any capital stock or assets or to acquire, hold or exercise full rights control of ownership of its businesses (any such action described in (x)assets, (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entityproperties and stock.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken promptlytaken, all actions, and to do promptly, or cause to be done promptlydone, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, consents and approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other transactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to (x) any licensedivestiture by Parent or the Company or any of Parent’s subsidiaries or affiliates, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties property of Parent, Parent or its subsidiaries or affiliates affiliates, or of the Company, (y) its affiliates, or the imposition of any material limitation on the ability of Parent, its subsidiaries or affiliates or the Company any of them to conduct their respective businesses or to own any capital stock or assets or to acquire, hold or exercise full rights control of ownership such assets, properties and stock, (ii) respond to formal requests for additional information or documentary material pursuant to 16 C.F.R. 803.20 under the HSR Act, or any other Antitrust Law for a period of their respective businesses andtime exceeding ninety days from the receipt of any such initial request, in or (iii) take any action under this Section 5.8 if any Governmental Entity that has the case of Parentauthority to enforce any Antitrust Law seeks, the business or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the CompanyMerger. As soon as may be reasonably practicable, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability extent not already filed, each of the Company and Parent shall file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating to conduct its businesses the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or own control laws and regulations of applicable jurisdiction, as agreed to by the parties. The Company and Parent each shall promptly (a) supply the other with any capital stock or assets or information which may be required in order to acquire, hold or exercise full rights of ownership of its businesses (any effectuate such action described in (x)filings, (y)b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and (zc) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or (aa) an “Action of Divestiture”)any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Nothing herein Parent shall require Parent be entitled to litigate direct any proceedings or negotiations with any Governmental EntityEntity relating to any of the foregoing, provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the CompanyCompany or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business businesses of the CompanyCompany and its Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger Stock Purchase to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent Buyer shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of ParentBuyer, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of ParentBuyer, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of ParentBuyer, the business businesses of the Company, or (z) the imposition of any impediment on ParentBuyer, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein in this Agreement shall require Parent Buyer, the Company or the Shareholders to litigate with any Governmental Entity.

Reasonable Efforts. (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals Approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (xi) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of stock, any business, assets or properties any Assets and Properties of Parent, its subsidiaries Subsidiaries or affiliates Affiliates, or of the Company, (yii) the imposition of any limitation on the ability of Parent, its subsidiaries Subsidiaries or affiliates Affiliates, FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. or the Company Company, to conduct their respective businesses or own any capital stock or assets Assets and Properties or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business businesses of the Company, or (ziii) the imposition of any impediment on Parent, its subsidiaries Subsidiaries or affiliates Affiliates, or the Company Company, under any statute, rule, regulation, executive order, decree, Law or order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (xi), (y), (zii) or (aa) iii), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the CompanyCompany or any Subsidiary, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or any Subsidiary to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the CompanyCompany or any Subsidiary, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or any Subsidiary under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to Parent's rights to delay the terms and conditions provided Closing as set forth in this AgreementSection 2.1, each of the parties hereto Company and Parent and their respective Subsidiaries shall use their reasonable commercial efforts to effectuate the transactions contemplated hereby and to cause to be fulfilled the conditions to Closing under this Agreement, and the Company shall use its commercially reasonable efforts to comply with and to effectuate the Voting Agreements and the Option Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, (i) (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and each of the Company and its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such thereof (which may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take promptly(or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or cause its ability to be taken promptlyretain, all actionsthe Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, except (1) Parent shall take such action with respect to personal communications services ("PCS") spectrum in the Company's geographic cellular service areas as is required to comply with the FCC's spectrum aggregation rules and policies or shall obtain a timely waiver of such rules and policies and (2) any such divestiture, requirement to hold separate, or limitation that arises after Parent or any of its Subsidiaries engages in, or agrees to engage in, a merger, acquisition or other business combination transaction after the date hereof (and which has not been publicly announced prior to the date hereof), but would not have arisen but for Parent engaging in or agreeing to engage in such transaction, and to do promptly(ii) nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition or business combination transaction; provided that such merger, acquisition or, business combination transaction would not (x) prevent, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations delay beyond the Outside Date the ability of Parent to consummate and make effective the transactions contemplated hereby, to Merger or (y) cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, fail to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective qualify as a reorganization within the transactions contemplated by this Agreement for the purpose meaning of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwiseSection 368(a) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental EntityCode.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger Acquisition to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent Purchaser shall not be required to agree to (xi) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of ParentPurchaser, its subsidiaries or affiliates or of the CompanyCompany or its Subsidiaries, (yii) the imposition of any limitation on the ability of ParentPurchaser, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of ParentPurchaser, the business businesses of the CompanyCompany and its Subsidiaries, or (ziii) the imposition of any impediment on ParentPurchaser, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (xi), (y), (zii) or (aaiii) above, an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occuroccur (including such conditions under the Related Agreements), to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement and the Related Agreements for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the CompanyCompany or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business businesses of the CompanyCompany and its Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent no party shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent any party to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions Transaction contemplated hereby, to cause all conditions to the obligations of the other parties hereto required to effect the Merger Transaction to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement Transaction for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the CompanyCompany or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business businesses of the CompanyCompany and its Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject Each party hereto agrees to use its commercially reasonable good faith efforts to obtain the terms and satisfaction of the conditions provided specified in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations Agreement necessary to consummate and make effective the transactions contemplated hereby, to cause all conditions . Notwithstanding anything to the obligations of the other parties hereto to effect the Merger to occurcontrary in Sections 4.04, to obtain all necessary waivers, consents, approvals 4.05 and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise4.06, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose complying with its obligations under such Sections hereof, (i) neither Buyer nor any of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent its Affiliates shall not be required to agree to (x) divest any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses andbusinesses, in the case of Parent, the business of the Companyproduct lines or assets, (zii) except as expressly set forth herein, neither Buyer nor any of its Affiliates shall be required to take or agree to take any other action or agree to any limitation that could reasonably be expected to have an adverse effect on the imposition business, assets, financial condition, results of any impediment on Parent, operations or prospects of Buyer and its subsidiaries affiliates taken as a whole or affiliates or of Buyer combined with the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided furtherCosmetics Division after the Closing, (aaiii) the Company no party shall not be required to agree to the imposition of or to comply with, any limitation condition, obligation or restriction on Buyer or any of its Affiliates seeking to restrain or prohibit Buyer's or any of its Affiliate's ownership or operation of all or any portion of the business or assets of the Cosmetics Division, or of Buyer and its Affiliates, or to compel Buyer or any of its Affiliates to dispose of or hold separate all or any portion of the business or assets of the Cosmetics Division, or of Buyer and its Affiliates, seeking to impose limitations on the ability of the Company Buyer or any of its Affiliates effectively to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of the Cepillos Shares or the Purchased Assets or seeking to require divestiture by Buyer or any of its businesses (Affiliates of any such action described in (x)Cepillos Shares or Purchased Assets, (y), (z) or (aaiv) an “Action Buyer shall not be required to waive any of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.the conditions in Article V.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts Commercially Reasonable Efforts to ensure that its representations and warranties remain true and correct in all material respects prior to and as of the Effective Time, and to take promptly, or cause to be taken promptlytaken, all actions, and to do promptly, or cause to be done promptlydone, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings filings, and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; Agreement provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the CompanyCompany or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business businesses of the CompanyCompany and its Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent any party hereto to litigate with any Governmental Entity; provided, however, that if Parent elects to litigate with any Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, the Company shall cooperate fully with Parent in connection with the prosecution, defense, negotiation or settlement of such litigation.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger Mergers to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger Arrangement to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to to: (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, Company or any of its Subsidiaries; (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or any of its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, ; (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company and each of its Subsidiaries shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in of this AgreementAgreement and applicable law, each of the parties hereto shall use its reasonable efforts to take promptlytake, or cause to be taken promptlytaken, all actions, and to do promptlydo, or cause to be done promptlydone, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as reasonably practicable, including such actions or things as either party hereto may reasonably request in order to cause any of the purpose conditions to such other party's obligation to consummate such transactions specified in Article V to be fully satisfied. Without limiting the generality of securing to the foregoing, the parties hereto shall (and shall cause their respective Subsidiaries, and use their reasonable efforts to cause their respective directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; filing all applicable Notification and Report Forms required under the benefits Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") as a result of the transactions contemplated by this AgreementAgreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; using commercially reasonable efforts (which does not require the commencement of litigation) to lift any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or governmental entity (an "Injunction") of any type referred to in Section 5.01(b); providing all such information about such party, its Subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or reasonably requested in connection with any of the foregoing; and in general, consummating and making effective the transactions contemplated hereby; provided, however, that Parent shall not be required in order to agree to (x) obtain any consent, approval, waiver, license, sale permit, authorization, registration, qualification or other disposition permission or holding separate action or the lifting of any injunction referred to in clause (through establishment of a trust i) or otherwise(iii) of this sentence, no party nor any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses andstockholders (including, in the case of ParentLiberty, the business of the CompanyAT&T Corp.), (z) the imposition of any impediment on Parent, its subsidiaries Subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree (x) pay any consideration, to the imposition divest itself of any limitation on of, or otherwise rearrange the ability of the Company to conduct composition of, its businesses or own any capital stock or assets or to acquireagree to any conditions or requirements which are materially adverse or burdensome (or, hold in the case of AT&T Corp., adverse or exercise full rights of ownership of its businesses (burdensome in any such action described in (x), (y), (zrespect) or (aay) an “Action of Divestiture”)amend, or agree to amend, in any material respect any contract. Nothing herein shall require Parent Prior to litigate making any application to or filing with any Governmental EntityEntity or other person or entity in connection with this Agreement, each of Liberty and Emmis shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Efforts. Subject to the terms and conditions provided in of this AgreementAgreement and applicable law, each of the parties hereto shall act in good faith and use its commercially reasonable efforts to take promptlytake, or cause to be taken promptlytaken, all actions, and to do promptlydo, or cause to be done promptlydone, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for as soon as practicable, including such actions or things as any other party may reasonably request in order to cause any of the purpose of securing conditions to such other party's obligation to consummate the parties hereto the benefits transactions contemplated by this AgreementAgreement to be fully satisfied. Without limiting the foregoing, the parties shall (and shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (a) the preparation and filing with the SEC of the Joint Proxy Statement/Prospectus, and any necessary amendments or supplements thereto; provided(b) seeking to have the Joint Proxy Statement/Prospectus cleared by the SEC as soon as reasonably practicable after filing; (c) obtaining all necessary consents, howeverapprovals, that Parent shall not be required to agree to (x) any licensewaivers, sale licenses, permits, authorizations, registrations, qualifications, or other disposition permission or holding separate action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (through establishment of a trust collectively, "GOVERNMENTAL ENTITY"), or otherwiseother person or entity as soon as reasonably practicable after filing; (d) seeking early termination of any shares of capital stock or of any business, assets or properties of Parentwaiting period under the HSR Act; (e) providing all such information concerning such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be necessary or affiliates or reasonably requested in connection with any of the Companyforegoing; (f) in general, consummating and making effective the transactions contemplated hereby; and (yg) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parentevent and to the extent required, amending this Agreement so that this Agreement, the business of KNOGO Merger and the Company, (z) VIDEO Merger comply with the imposition of DGCL and the Minnesota Act. Prior to making any impediment on Parent, its subsidiaries application to or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate filing with any Governmental EntityEntity or other person or entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Reasonable Efforts. Subject to Parent's rights to delay the terms and conditions provided Closing as set forth in this AgreementSection 2.1, each of the parties hereto Company and Parent and their respective Subsidiaries shall use their reasonable commercial efforts to effectuate the transactions contemplated hereby and to cause to be fulfilled the conditions to Closing under this Agreement, and the Company shall use its commercially reasonable efforts to comply with and to effectuate the Voting Agreements and the Option Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, (i) (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and each of the Company and its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such thereof (which may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall request, and (B) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take promptly(or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or cause its ability to be taken promptlyretain, all actionsthe Company or any of its Subsidiaries or any material portion of the assets of the Company and its Subsidiaries, or any of the business, product lines or assets of Parent or any of its Subsidiaries, except (1) Parent shall take such action with respect to personal communications services ("PCS") spectrum in the Company's geographic cellular service areas as is required to comply with the FCC's spectrum aggregation rules and policies or shall obtain a timely waiver of such rules and policies and (2) any such divestiture, requirement to hold separate, or limitation that arises after Parent or any of its Subsidiaries engages in, or agrees to engage in, a merger, acquisition or other business combination transaction after the date hereof (and which has not been publicly announced prior to the date hereof), but would not have arisen but for Parent engaging in or agreeing to engage in such transaction, and to do promptly(ii) nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition or business combination transaction; provided that such merger, acquisition or, business combination transaction would not (x) prevent, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations delay beyond the Outside Date the ability of Parent to consummate and make effective the transactions contemplated hereby, to Merger or (y) cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, fail to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective qualify as a reorganization within the transactions contemplated by this Agreement for the purpose meaning of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwiseSecti on 368(a) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental EntityCode.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger Mergers to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent any party to litigate with any Governmental Entity.

Reasonable Efforts. Subject (a) Prior to the Closing, upon the terms and subject to the conditions provided in of this Agreement, each of Parent, Merger Sub and the parties hereto shall Company agree to use its commercially reasonable efforts to take promptlytake, or cause to be taken promptlytaken, all actions, and to do promptlydo, or cause to be done promptlydone, all things necessary, proper or advisable under (subject to any applicable laws and regulations laws) to consummate the Merger and make effective the transactions contemplated herebyMerger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to cause all conditions be filed to consummate the obligations Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity, and (ii) the satisfaction of the other parties parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to effect materially delay the Merger to occurobtaining of, to obtain all or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary waivers, consents, approvals and other documents required to be delivered hereunder and obtained prior to effect all necessary registrations and filings and to remove Closing. Notwithstanding the foregoing, or any injunctions or other impediments or delays, legal or otherwisecovenant herein contained, in order to consummate and make effective connection with the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) receipt of any shares of capital stock or of any businessnecessary approvals under the HSR Act, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or neither the Company to conduct their respective businesses or own nor any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company Subsidiaries shall be entitled to conduct its businesses divest or own hold separate or otherwise take or commit to take any capital stock action that limits Parent's or Merger Sub's freedom of action with respect of, or their ability to retain, the Company or any of the Company Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or to acquire, hold or exercise full rights of ownership any of its businesses Subsidiaries, without Parent's prior written consent (any such action described which may be withheld in (xParent's sole and absolute discretion), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto Company, Parent and Sub shall use its commercially reasonable efforts to take promptly, or cause to be taken promptlytaken, all actions, and to do promptly, or cause to be done promptlydone, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, consents and approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, it being understood that in no event shall Parent shall not be required to agree to (x) any license, sale divestiture by Parent or other disposition the Company or holding separate (through establishment any of a trust Parent's subsidiaries or otherwise) affiliates of any shares of capital stock or of any business, or significant assets or properties property of Parent, Parent or its subsidiaries or affiliates or of the Company, (y) its affiliates, or the imposition of any material limitation on the ability of Parent, its subsidiaries or affiliates or the Company any of them to conduct their respective businesses or to own any capital stock or assets or to acquire, hold or exercise full rights control of ownership such assets, properties and stock. As soon as may be reasonably practicable, Parent and the Company each shall file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of their respective businesses andthe United States Department of Justice ("DOJ") Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties and each party shall have requested early termination of the statutory waiting period. Parent and the Company each shall promptly (a) supply the other with any information which may be required in order to effectuate such submissions and filings and (b) supply any additional information which reasonably may be required by the case of ParentFTC, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order DOJ or other legal restraint governing competitionrelevant government authority, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entitygovernment authority.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken promptlytaken, all actions, and to do promptly, or cause to be done promptlydone, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, consents and approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this -48- Agreement; provided, however, that Parent shall not be required to agree to (x) any licensedivestiture by Parent or the Company or any of Parent's subsidiaries or affiliates, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties property of Parent, Parent or its subsidiaries or affiliates affiliates, or of the Company, (y) its affiliates, or the imposition of any material limitation on the ability of Parent, its subsidiaries or affiliates or the Company any of them to conduct their respective businesses or to own any capital stock or assets or to acquire, hold or exercise full rights control of ownership of their respective businesses andsuch assets, in the case of Parentproperties and stock. As soon as may be reasonably practicable, the business of the Company, (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability extent not already filed, each of the Company and Parent shall file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") the Notification and Report Forms relating to conduct its businesses the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or own any capital stock or assets or control laws and regulations of applicable jurisdiction, as agreed to acquire, hold or exercise full rights of ownership of its businesses by the parties. The Company and Parent each shall promptly (any such action described in (x), (y), (za) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate supply the other with any Governmental Entityinformation which may be required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger Acquisition to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent no party shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of ParentPurchaser, its subsidiaries or affiliates or of the CompanyCompany or its Subsidiaries, (y) the imposition of any limitation on the ability of ParentPurchaser, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of ParentPurchaser, the business of the CompanyCompany and its Subsidiaries, or (z) the imposition of any impediment on ParentPurchaser, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent any party to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the CompanyCompany or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business businesses of the Company, Company and its Subsidiaries or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (x), (y), (z) or (aa) z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occurbe satisfied, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder hereunder, and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (xa) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the CompanyCompany or its Subsidiaries, (yb) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business businesses of the CompanyCompany and its Subsidiaries, or (zc) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (xa), (y), (zb) or (aa) c), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to obtain all necessary waivers, consents, approvals Approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (xi) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of stock, any business, assets or properties any Assets and Properties of Parent, its subsidiaries Subsidiaries or affiliates Affiliates, or of the Company, (yii) the imposition of any limitation on the ability of Parent, its subsidiaries Subsidiaries or affiliates Affiliates, or the Company Company, to conduct their respective businesses or own any capital stock or assets Assets and Properties or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business businesses of the Company, or (ziii) the imposition of any impediment on Parent, its subsidiaries Subsidiaries or affiliates Affiliates, or the Company Company, under any statute, rule, regulation, executive order, decree, Law or order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (xi), (y), (zii) or (aa) iii), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use its reasonable efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws Laws and regulations to (a) consummate and make effective the transactions contemplated hereby, to (b) cause all conditions to the obligations of the other parties hereto to effect the Merger to occur, to (c) obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder hereunder, and to (d) effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (xi) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates Affiliates or of the Company, ; (yii) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates Affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company, ; or (ziii) the imposition of any impediment on Parent, its subsidiaries or affiliates Affiliates or the Company under any statute, rule, regulation, executive order, decree, order Order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses practices (any such action described in (xi), (y), (zii) or (aaiii) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.