Common use of Reasonable endeavours Clause in Contracts

Reasonable endeavours. (a) M2 and Vocus will use their respective reasonable endeavours to procure that each of the Conditions is satisfied as soon as reasonably practicable after the date of this agreement or continues to be satisfied at all times until the last time they are to be satisfied (as the case may require). (b) Without limiting clauses 3.4 and 3.5 below, each of M2 and Vocus must: (i) promptly apply for all relevant Regulatory Approvals and provide the other party with a copy of all applications for Regulatory Approvals; (ii) take all the steps for which it is responsible as part of the Regulatory Approvals process; (iii) respond to all requests for information in respect of the applications for Regulatory Approvals at the earliest practicable time; (iv) provide the other with all information and assistance reasonably requested in connection with the applications for Regulatory Approvals; (v) to the extent that it is within either party's respective control, use its reasonable endeavours to procure that there is no occurrence that would prevent the Condition being satisfied and no other party shall take any action that will or is likely to hinder or prevent the satisfaction of the Condition except to the extent that such action is required by law; and (vi) so far as it is able, allow the other and its Authorised Persons the opportunity to be present and make submissions at any meetings with any regulatory body relating to the Regulatory Approvals in respect of the Scheme. (c) Before providing any document or other information to the other party (in this clause 3.3(c), the Recipient) pursuant to clause 3.3(b)(iv), a party (in this clause 3.3(c), the Discloser) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (Sensitive Confidential Information) if the Discloser reasonably believes that: (i) the Sensitive Confidential Information is of a commercially sensitive nature; or (ii) the disclosure of the Sensitive Confidential Information to the Recipient would be damaging to the commercial or legal interest of the Discloser or any of its Related Bodies Corporate, and may provide the document or disclose the information to the Recipient with any Sensitive Confidential Information redacted or excluded, provided that, where Sensitive Confidential Information is so redacted or excluded, the Discloser must provide: (iii) the Recipient with as much details about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Information; and (iv) a complete version of the document or other information, without any redaction or exclusion of information, to the Recipient's external lawyers on the basis that the Recipient's external lawyers will not disclose the Sensitive Confidential Information to the Recipient or any other third party including the ACCC without the Discloser's prior written consent and will only use the information for the purpose of satisfying the Condition in clause 3.1(a).

Reasonable endeavours. Subject to Section 6.4, each of Parent and the Company shall, and shall cause their respective Subsidiaries to, use reasonable endeavours (a) M2 and Vocus will use to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal or regulatory requirements which may be imposed on such party, the Amalgamated Company or any of their respective reasonable endeavours Subsidiaries with respect to procure that each of the Conditions is satisfied as soon as reasonably practicable after Amalgamation and, subject to the date of conditions set forth in Article VII hereof, to consummate the transactions contemplated by this agreement or continues to be satisfied at all times until the last time they are to be satisfied (as the case may require). Agreement and (b) Without limiting clauses 3.4 to obtain (and 3.5 below, each of M2 and Vocus must: (i) promptly apply for all relevant Regulatory Approvals and provide to cooperate with the other party with a copy of all applications for Regulatory Approvals; to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party (ii) take all including, in the steps for which it is responsible as part case of the Regulatory Approvals process; (iii) respond to all requests for information Company, obtaining any required consent in respect of a Company Contract) which is required to be obtained by the applications for Regulatory Approvals at Company or Parent, the earliest practicable time; (iv) provide the other with all information and assistance reasonably requested Amalgamated Company or any of their respective Subsidiaries in connection with the applications for Amalgamation; provided that none of Parent, Amalgamation Sub nor Intermediate Holding Sub shall be obligated to agree to, in the case of the Requisite Regulatory Approvals; , any Burdensome Condition. For purposes of this Agreement, “Burdensome Condition” means any conditions, restrictions or requirements which the board of directors of Parent reasonably determines would, individually or in the aggregate, (vA) to reduce the extent that it is within either party's respective control, use its reasonable endeavours to procure that there is no occurrence that would prevent the Condition being satisfied and no other party shall take any action that will or is likely to hinder or prevent the satisfaction benefits of the Condition except Amalgamation to such a degree that Parent would not have entered into this Agreement had such conditions, restrictions or requirements been known at the extent that such action is required by law; and date hereof or (viB) so far as it is ablehave, allow the other and its Authorised Persons the opportunity or would reasonably be expected to be present and make submissions at any meetings with any regulatory body relating to the Regulatory Approvals in respect of the Scheme. (c) Before providing any document or other information to the other party (in this clause 3.3(c), the Recipient) pursuant to clause 3.3(b)(iv)have, a party (in this clause 3.3(c), the Discloser) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (Sensitive Confidential Information) if the Discloser reasonably believes that: (i) the Sensitive Confidential Information is of a commercially sensitive nature; or (ii) the disclosure of the Sensitive Confidential Information to the Recipient would be damaging to the commercial or legal interest of the Discloser or any of its Related Bodies Corporate, material and may provide the document or disclose the information to the Recipient with any Sensitive Confidential Information redacted or excluded, provided that, where Sensitive Confidential Information is so redacted or excluded, the Discloser must provide: (iii) the Recipient with as much details about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Information; and (iv) a complete version of the document or other information, without any redaction or exclusion of information, to the Recipient's external lawyers adverse effect on the basis that Company or the Recipient's external lawyers will not disclose Amalgamated Company and their respective Subsidiaries, taken as a whole, following the Sensitive Confidential Information to the Recipient or any other third party Effective Time, including the ACCC without the Discloser's prior written consent and will only use the information for the purpose of satisfying the Condition in clause 3.1(a)as Previously Disclosed.

Reasonable endeavours. (a) M2 Each of Bidder and Vocus will use Target must, to the extent that it is within their respective control or influence, use reasonable endeavours to procure that:‌ (i) the Conditions Precedent in clauses 3.1(a), 3.1(b), 3.1(d) and 3.1(e) are satisfied as soon as possible after the date of this deed and continue to be satisfied at all times up until the last time each condition is to be satisfied (as the case may require); and (ii) there is no occurrence within its control or the control of any of its Related Bodies Corporate that prevents, or would be reasonably likely to prevent, the satisfaction of any Condition Precedent except to the extent that such action is required to be done or procured pursuant to the Transaction Documents or is required by law. (b) Bidder must use reasonable endeavours to procure that each of the Conditions Precedent in clause 3.1(f) is satisfied as soon as reasonably practicable after the date of this agreement or continues deed and that the Conditions Precedent in clauses 3.1(c) and 3.1(k) are satisfied as soon as practicable after the date of this deed and continue to be satisfied at all times up until the last time they for them to be satisfied.‌ (c) Target must use reasonable endeavours to procure that the Conditions Precedent in clauses 3.1(h), 3.1(i) and 3.1(j) are satisfied and continue to be satisfied at all times up until the last time each condition is to be satisfied (as the case may require). (bd) Without limiting clause 3.5, each of Bidder and Target, in respect of matters within its knowledge, must keep the other promptly and reasonably informed of the steps it has taken and the progress towards satisfying the Conditions Precedent.‌ (e) Without limiting clauses 3.4 3.2(a), 3.2(b) and 3.5 below3.2(d), each in respect of M2 ensuring the Conditions Precedent in clauses 3.1(c) and Vocus must:3.1(e) are satisfied as soon as reasonably practicable, the parties agree as follows:‌‌ (i) each party must take all steps it is responsible for as part of the approval process, including responding to requests for information from the relevant Government Agency at the earliest practicable time and Bidder promptly apply applying for Competition Approval and all and other necessary regulatory consents and approvals; (ii) each party must promptly: (A) provide to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any submission or other information or documents; and (B) review and provide any comments on any submissions or other materials prepared by the other party, with respect to obtaining Competition Approval and all other necessary regulatory consents and approvals; (iii) each party must, except to the extent prohibited by law or the relevant Regulatory Approvals Government Agency, promptly notify the other party of: (A) all material communications between that party (or any of its representatives or Related Bodies Corporate) and the relevant Government Agency in connection with the satisfaction of the Conditions Precedent in clauses 3.1(c) or 3.1(e) (including any written submissions); and (B) any material action taken or proposed by, or any enquiries made by, the relevant Government Agency in connection with Competition Approval or any other regulatory consents and approvals sought, of which it becomes aware; (iv) each party must, except to the extent prohibited by law or the relevant Government Agency in writing, provide the other party with copies (where written) and details of all material communications with each relevant Government Agency in relation to the Transaction; (v) each party must, before any submission or material correspondence is sent to the relevant Government Agency by that party or any of its representatives or Related Bodies Corporate in connection with the Transaction, except to the extent prohibited by law or the relevant Government Agency, consult with the other party in relation to, and provide the other party with a draft copy of all applications for Regulatory Approvals; (ii) take all the steps for which it is responsible of, such submission or correspondence as part of the Regulatory Approvals process; (iii) respond to all requests for information soon as practicable and consider in respect of the applications for Regulatory Approvals at the earliest practicable time; (iv) provide good faith any reasonable comments received from the other with all information and assistance reasonably requested party in connection with the applications for Regulatory Approvals; (v) relation to the extent that it is within either party's respective control, use its reasonable endeavours to procure that there is no occurrence that would prevent the Condition being satisfied and no other party shall take any action that will such submission or is likely to hinder or prevent the satisfaction of the Condition except to the extent that such action is required by lawcorrespondence; and (vi) so far as it is able, allow Nothing in this deed will require Bidder to agree to accept or offer conditions or undertakings required to satisfy the other and its Authorised Persons the opportunity to be present and make submissions at any meetings with any regulatory body relating Condition Precedent set out in clause 3.1(c).‌ (f) Subject to the Regulatory Approvals in respect of any protocols agreed between the Scheme. (c) Before providing parties, and before a party provides any document or other information to the other party (in this clause 3.3(c3.2(f), the Recipient) pursuant to clause 3.3(b)(iv3.2(e), a that party (in this clause 3.3(c3.2(f), the Discloser) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (Sensitive Confidential Information) if the Discloser reasonably believes that:that:‌ (i) the Sensitive Confidential Information is of a commercially sensitive nature; or (ii) the disclosure of the Sensitive Confidential Information to the Recipient would be damaging to the commercial or legal interest interests of the Discloser or any of its Related Bodies Corporate, and may provide the document or disclose the information to the Recipient with any Sensitive Confidential Information redacted or excluded, provided that, where Sensitive Confidential Information is so redacted or excluded, the Discloser must provide: (iii) provide the Recipient with as much details detail about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Information; and (iv) a complete , and provide to the Recipient on an “external Counsel only” basis an unredacted version of the document or other information, without any redaction or exclusion of information, to the Recipient's external lawyers on the basis provided that the Recipient's external lawyers will not disclose the Sensitive Confidential Information legal advisors to the Recipient agree not to share any information that is marked as Sensitive Commercial Information with its client or any other third party including the ACCC without the Discloser's prior written consent and will only use the information for the purpose of satisfying the Condition in clause 3.1(a)clients.

Reasonable endeavours. (a) M2 Xplore and Vocus HUB24 will use their respective reasonable endeavours to procure that each of the Conditions (as applicable) is satisfied as soon as reasonably practicable after the date of this agreement or continues to be satisfied at all times until the last time they are to be satisfied (as the case may require). (b) Without limiting clauses 3.4 3.6 and 3.5 3.7 below, each of M2 Xplore and Vocus HUB24 must: (i) consult and co-operate fully with the other party in relation to the satisfaction of the Conditions, including in relation to all material communications with any Governmental Agency in relation to Regulatory Approvals; (ii) promptly apply for all relevant Regulatory Approvals and provide the other party with a copy of all applications for Regulatory Approvals and all material communications with any Governmental Agency in relation to Regulatory Approvals; (iiiii) take all the steps for which it is responsible as part of the Regulatory Approvals process; (iiiiv) respond to all requests for information in respect of the applications for Regulatory Approvals at the earliest practicable time; (ivv) provide the other with all information and assistance reasonably requested in connection with the applications for Regulatory Approvals; (v) to the extent that it is within either party's respective control, use its reasonable endeavours to procure that there is no occurrence that would prevent the Condition being satisfied and no other party shall take any action that will or is likely to hinder or prevent the satisfaction of the Condition except to the extent that such action is required by law; and (vi) so far as it is able, allow the other and its Authorised Persons the opportunity to be present and make submissions at any meetings with any regulatory body relating to the Regulatory Approvals in respect of the Share Scheme and the Option Scheme., provided that: (cvii) Before providing any document the party applying for a Regulatory Approval may withhold or redact information or documents from the other party if and to the extent that they are either confidential to a third party or commercially sensitive and confidential to the applicant; and (viii) neither party is required to disclose materially commercially sensitive information to the other party (in this clause 3.3(c), the Recipient) pursuant to clause 3.3(b)(iv), a party (in this clause 3.3(c), the Discloser) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (Sensitive Confidential Information) if the Discloser reasonably believes that: (i) the Sensitive Confidential Information is of a commercially sensitive nature; or (ii) the disclosure of the Sensitive Confidential Information to the Recipient would be damaging to the commercial or legal interest of the Discloser or any of its Related Bodies Corporate, and may provide the document or disclose the information to the Recipient with any Sensitive Confidential Information redacted or excluded, provided that, where Sensitive Confidential Information is so redacted or excluded, the Discloser must provide: (iii) the Recipient with as much details about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Information; and (iv) a complete version of the document or other information, without any redaction or exclusion of information, to the Recipient's external lawyers on the basis that the Recipient's external lawyers will not disclose the Sensitive Confidential Information to the Recipient or any other third party including the ACCC without the Discloser's prior written consent and will only use the information for the purpose of satisfying the Condition in clause 3.1(a)party.

Reasonable endeavours. (a) M2 SunRice and Vocus Ebro will use their respective reasonable endeavours to procure that each of the Conditions is satisfied as soon as reasonably practicable after the date of this agreement or continues to be satisfied at all times until the last time they are to be satisfied (as the case may require), including by providing all reasonable assistance to the other party which is necessary to satisfy the Conditions. (b) Without limiting clauses 3.4 and 3.5 below, each of M2 SunRice and Vocus Ebro must: (i) promptly apply for all relevant Regulatory Approvals and provide the other party with a copy of all applications for Regulatory Approvals; (ii) take all the steps for which it is responsible as part of the Regulatory Approvals process; (iii) respond to all requests for information in respect of the applications for Regulatory Approvals at the earliest practicable time; (iv) promptly provide the other with all information and assistance reasonably requested in connection with the applications for Regulatory Approvals;, provided that where the information is confidential or commercially sensitive to the party, it may provide the information directly to the relevant regulatory body; and (v) to the extent that it is within either party's respective control, use its reasonable endeavours to procure that there is no occurrence that would prevent consult with the Condition being satisfied and no other party shall take in advance in relation to all material communications with any action that will or is likely regulatory body relating to hinder or prevent the satisfaction of the Condition except to the extent that such action is required by law; any Regulatory Approval and (vi) , so far as it is able, allow the other and its Authorised Persons the opportunity to be present and make submissions at any meetings with any regulatory body relating to the Regulatory Approvals in respect of the Scheme. (c) Before providing Without limiting any document or other information provisions of this agreement Ebro and SunRice must expeditiously consult in good faith and cooperate to agree the other party (in this clause 3.3(c), the Recipient) pursuant to clause 3.3(b)(iv), a party (in this clause 3.3(c), the Discloser) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (Sensitive Confidential Information) if the Discloser reasonably believes that: (i) the Sensitive Confidential Information is of a commercially sensitive nature; or (ii) the disclosure wording of the Sensitive Confidential Information Resolution for Constitutional Change including to make provision for the Recipient would be damaging issue to the commercial or legal interest Ebro of the Discloser or any of its Related Bodies Corporate, and may provide the document or disclose the information to the Recipient with any Sensitive Confidential Information redacted or excluded, provided that, where Sensitive Confidential Information is so redacted or excluded, the Discloser must provide: (iii) the Recipient with as much details about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Information; and (iv) a complete version of the document or other information, without any redaction or exclusion of information, to the Recipient's external lawyers on the basis that the Recipient's external lawyers will not disclose the Sensitive Confidential Information to the Recipient or any other third party including the ACCC without the Discloser's prior written consent and will only use the information for the purpose of satisfying the Condition in clause 3.1(a)C Class Shares.

Reasonable endeavours. (a) M2 The Bidder and Vocus will use their respective reasonable endeavours to procure that each of the Conditions is satisfied as soon as reasonably practicable after the date of this agreement or continues to be satisfied at all times until the last time they are to be satisfied (as the case may require). (b) Without limiting clauses 3.4 and 3.5 below, each of M2 and Vocus Sirtex must: (i) promptly apply for all relevant Regulatory Approvals use reasonable endeavours to procure that the Conditions Precedent in clauses 3.1(a), 3.1(d), 3.1(e) and 3.1(f) are satisfied; and (ii) provide reasonable assistance in satisfying the other Conditions Precedent and ensure that there is no occurrence within the control of a member of the Bidder Group or the Sirtex Group (as the context requires) that would prevent any Condition Precedent being satisfied. (b) The Bidder must use reasonable endeavours to procure that the Conditions Precedent in clauses 3.1(b), 3.1(c) and 3.1(j) are satisfied. (c) Sirtex must use reasonable endeavours to procure that the Conditions Precedent in clauses 3.1(g), 3.1(h) and 3.1(i) are satisfied. (d) The Bidder and Sirtex must: (i) consult and co-operate fully with the other party in relation to the satisfaction of the Conditions Precedent, including in relation to all material communications with a copy of all applications for Government Agencies in relation to Regulatory Approvals; (ii) take promptly provide to the other party all the steps for which it is responsible as part of the material communications with Government Agencies in relation to Regulatory Approvals processApprovals; (iii) respond to all requests for information in respect of promptly notify the applications for Regulatory Approvals at the earliest practicable time;other if it becomes aware that any Condition Precedent has been satisfied; and (iv) promptly notify the other of any failure to satisfy a Condition Precedent or of any fact or circumstance that will result in a Condition Precedent becoming incapable of being satisfied or that may result in a Condition Precedent not being satisfied in accordance with its terms (having regard to the obligations of the parties under this clause). (e) Without limiting this clause: (i) Sirtex must provide the other Bidder with all information and assistance reasonably requested in connection with the Bidder's applications for each Regulatory Approvals; (vApproval referred to in clauses 3.1(b) to the extent that it is within either party's respective control, use its reasonable endeavours to procure that there is no occurrence that would prevent the Condition being satisfied and no other party shall take any action that will or is likely to hinder or prevent the satisfaction of the Condition except to the extent that such action is required by law3.1(c); and (viii) so far the Bidder must consult with Sirtex, and Sirtex must consult with the Bidder, as it is ableapplicable, allow the other and its Authorised Persons the opportunity to be present and make submissions at any meetings with any regulatory body relating in relation to the submission of and progress of obtaining each Regulatory Approvals Approval referred to in respect of the Schemeclauses 3.1(b) and 3.1(c). (cf) Before providing any document or other information to the other party (in this clause 3.3(c), the Recipient) pursuant to clause 3.3(b)(iv), a party (in this clause 3.3(c), the Discloser) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (Sensitive Confidential Information) if the Discloser reasonably believes thatThe Bidder and Sirtex must: (i) give the Sensitive Confidential Information is Court on the Second Court Date a certificate confirming (in respect of a commercially sensitive naturematters within its knowledge) whether or not the Conditions Precedent (other than the Condition Precedent in clause 3.1(f)) have been satisfied or waived; orand (ii) give the disclosure of the Sensitive Confidential Information to the Recipient would be damaging to the commercial or legal interest of the Discloser or any other a draft of its Related Bodies Corporate, and may provide the document or disclose the information to the Recipient with any Sensitive Confidential Information redacted or excluded, provided that, where Sensitive Confidential Information is so redacted or excluded, the Discloser must provide: (iii) the Recipient with as much details about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Information; and (iv) a complete version of the document or other information, without any redaction or exclusion of information, to the Recipient's external lawyers certificate by 5pm on the basis that Business Day before the Recipient's external lawyers will not disclose the Sensitive Confidential Information to the Recipient or any other third party including the ACCC without the Discloser's prior written consent and will only use the information for the purpose of satisfying the Condition in clause 3.1(a)Second Court Date.

Reasonable endeavours. (a) M2 and Vocus will The Seller must use their respective all reasonable endeavours to procure ensure that each the Condition in item 1 of the Conditions Schedule 2 is satisfied as soon expeditiously as reasonably practicable after possible and in any event on or before the date of this agreement or continues to be satisfied at all times until the last time they are to be satisfied (as the case may require)Cut Off Date. (b) The Buyer must use all reasonable endeavours to ensure that the Condition in item 2 of Schedule 2 is satisfied as expeditiously as possible and in any event on or before the Cut Off Date. The Buyer and the Seller must provide all reasonable assistance to the other as is necessary to satisfy the Conditions. (c) Without limiting clauses 3.4 and 3.5 belowthis clause 2.3, each of M2 and Vocus party must: (i1) promptly and, in any event in the case of the approval of item 2 of Schedule 2, within 10 Business Days following the date hereof, apply for the regulatory approvals it is responsible for (as referred to in clause 2.3(a) or 2.3(b)) including filing all notices and applications required in relation to those regulatory approvals; (2) consult with the other party in good faith in relation to the form and content of any notices, applications and other information to be provided to any Governmental Agency in relation to those regulatory approvals before lodgement; (3) promptly provide the other party with confirmation that any notices, applications and other information to be provided to any Governmental Agency in relation to those regulatory approvals have been lodged; (4) respond to requests for information from the relevant Regulatory Approvals Governmental Agencies at the earliest possible time; and (5) keep the other party informed of progress in relation to those regulatory approvals (including in relation to any material matters raised by, or conditions or other arrangements proposed by, or to, any Governmental Agency in relation to a regulatory approvals) and provide the other party with a copy of all applications for Regulatory Approvals; (ii) take all the steps for which it is responsible as part of the Regulatory Approvals process; (iii) respond to all requests for information in respect of the applications for Regulatory Approvals at the earliest practicable time; (iv) provide the other with all information and assistance reasonably requested in connection with the applications for Regulatory Approvals; (v) to the extent that it is within either party's respective controlfor, use its reasonable endeavours to procure that there is no occurrence that would prevent the Condition being satisfied and no other party shall take any action that will or is likely to hinder or prevent the satisfaction of the Condition except to the extent that such action is required by law; and (vi) so far as it is able, allow the other and its Authorised Persons the opportunity to be present and make submissions at any meetings with any regulatory body relating to the Regulatory Approvals in respect of the Scheme. (c) Before providing any document or other information to the other party (in this clause 3.3(c)progress of, the Recipient) pursuant to clause 3.3(b)(iv), a party (in this clause 3.3(c), the Discloser) may redact any part of that document, or not disclose any part of that information, which contains or is confidential, non-public information (Sensitive Confidential Information) if the Discloser reasonably believes that: (i) the Sensitive Confidential Information is of a commercially sensitive nature; or (ii) the disclosure of the Sensitive Confidential Information to the Recipient would be damaging to the commercial or legal interest of the Discloser or any of its Related Bodies Corporate, and may provide the document or disclose the information to the Recipient with any Sensitive Confidential Information redacted or excluded, provided that, where Sensitive Confidential Information is so redacted or excluded, the Discloser must provide: (iii) the Recipient with as much details about the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Information; and (iv) a complete version of the document or other information, without any redaction or exclusion of information, to the Recipient's external lawyers on the basis that the Recipient's external lawyers will not disclose the Sensitive Confidential Information to the Recipient or any other third party including the ACCC without the Discloser's prior written consent and will only use the information for the purpose of satisfying the Condition in clause 3.1(a)regulatory approvals.

Reasonable endeavours. (a) M2 and Vocus will Asciano must, to the extent it is within its power to do so, use their respective its reasonable endeavours to procure that each of the Conditions is Precedent in clauses 3.1(b), 3.1(d), 3.1(f), 3.1(g) and 3.1(k) are satisfied as soon as reasonably practicable after the date of this agreement or deed and continue to be satisfied at all times until the last time that the relevant clause provides that it is to be satisfied. (b) Brookfield must, to the extent it is within its power to do so, use its reasonable endeavours to procure that the Conditions Precedent in clause 3.1(h), 3.1(i) and 3.1(j) are satisfied as soon as practicable after the date of this deed and continue to be satisfied at all times until the last time that clause provides that it is to be satisfied. (c) Each party must, to the extent it is within their power to do so, use its reasonable endeavours to procure that: (1) each of Conditions Precedent in clauses 3.1(a) and 3.1(e) is satisfied as soon as practicable after the date of this deed and continues to be satisfied at all times until the last time they are that the relevant clause provides that it is to be satisfied satisfied; and (as 2) there is no occurrence within its control or the case may require)control of any of its Subsidiaries that would prevent any of the Conditions Precedent in clause 3.1, which that party (alone or together with the other party) must use reasonable endeavours to satisfy, being or remaining satisfied. (bd) Without limiting clauses 3.4 and 3.5 belowthis clause 3.2, each of M2 and Vocus party must: (i1) promptly apply for all relevant Regulatory Approvals (as applicable); (2) take all steps it is responsible for as part of the Regulatory Approval process, including responding to requests for information from the relevant Government Agencies at the earliest practicable time; (3) promptly provide the other party with all information reasonably requested in connection with the applications for the Regulatory Approvals, including copies of all communications with Government Agencies in respect of obtaining the Regulatory Approvals; (4) consult with the other party in advance in relation to the progress of obtaining the Regulatory Approvals and provide the other party with a draft copy of all applications for Regulatory Approvals;any submission or correspondence; and (ii) take all the steps for which it is responsible as part of the Regulatory Approvals process; (iii) respond to all requests for information in respect of the applications for Regulatory Approvals at the earliest practicable time; (iv5) provide the other party or the relevant Government Agency with all assistance and information and assistance that it reasonably requested requests in connection with the applications an application for a Regulatory Approvals;Approval to be lodged by that other party, provided that: (v6) to the extent that it is within either party's respective control, use its reasonable endeavours to procure that there is no occurrence that would prevent the Condition being satisfied and no other neither party shall take any action that will or is likely to hinder or prevent the satisfaction of the Condition except to the extent that such action is required by law; and (vi) so far as it is able, allow the other and its Authorised Persons the opportunity to be present and make submissions at any meetings with any regulatory body relating to the Regulatory Approvals in respect of the Scheme. (c) Before providing any document or other disclose materially commercially sensitive information to the other party (in this clause 3.3(c), the Recipient) pursuant to clause 3.3(b)(iv), a party (in this clause 3.3(c), the Discloser) may redact any part of that document, or not disclose any part of that information, information which contains or is confidential, non-public information (Sensitive Confidential Information) if the Discloser reasonably believes that: (i) the Sensitive Confidential Information is of a commercially sensitive nature; or (ii) the disclosure of the Sensitive Confidential Information to the Recipient would be damaging to the commercial or legal interest interests of the Discloser discloser or any of its Related Bodies Corporate, and may provide the document or disclose the information to the Recipient with any Sensitive Confidential Information redacted or excluded, provided that, where Sensitive Confidential Information disclosure of which is so redacted or excluded, the Discloser must provide:not permitted by law; (iii7) the Recipient party applying for a Regulatory Approval is not prevented from taking any step (including communicating with as much details about a Government Agency) in respect of a Regulatory Approval if the relevant communication, submission or correspondence (and any other relevant circumstances) as is reasonably possible without disclosing Sensitive Confidential Informationparty has not promptly responded under clause 3.2(d)(4); and (iv) a complete version 8) neither party is required to dispose of the document or other informationany assets (and, without any redaction or exclusion of information, to the Recipient's external lawyers on the basis that the Recipient's external lawyers will not disclose the Sensitive Confidential Information to the Recipient or any other third party including the ACCC without the Discloser's prior written consent and will only use the information for the purpose avoidance of satisfying the Condition doubt, in acting reasonably under clause 3.1(a) in relation to whether or not regulatory conditions are acceptable to it, Brookfield is not obliged to accept a condition involving disposal of assets).