Common use of Regulatory Approvals and Related Matters Clause in Contracts

Regulatory Approvals and Related Matters. (a) Each party shall use commercially reasonable efforts to file, as soon as reasonably practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Government with respect to the Merger and the other Transactions, and to submit promptly any additional information requested by any such Government. (b) Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to consummate the Merger and make effective the other Transactions as soon as practicable after the date of this Agreement. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other Transactions as soon as practicable, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government may assert to the Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Transactions. Each of Parent and the Company shall (i) cooperate and coordinate with the other in making the filings required to be made with the Government in connection with the Merger, (ii) supply the other with any information that may be required in order to make such filings, and (iii) supply any additional information that may reasonably be required or requested by any Government in connection with any such filing, as soon as reasonably practicable and after consultation with the other party. (c) The Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to complete processes and satisfy requirements that apply with respect to change of ownership of the Company in connection with Government Contracts, including any required novation processes.

Regulatory Approvals and Related Matters. (a) Each party shall use commercially reasonable efforts to file, as soon as reasonably practicable after Upon the date of this Agreement, all notices, reports terms and other documents required to be filed by such party with any Government with respect subject to the Merger and conditions set forth in this Agreement (including those contained in this Section 5.3), each of the other Transactionsparties hereto shall, and to submit promptly any additional information requested by any such Government. (b) Parent and the Company shall cause its Subsidiaries to, use commercially its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Contemplated Transactions, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or non-actions from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Body, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and make effective to fully carry out the other Transactions as soon as practicable after Contemplated Transactions. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the date of Merger on the terms and conditions set forth in this Agreement. Without limiting the generality of the foregoingThe Company and Parent shall, each party subject to this Agreement: applicable legal Requirements, promptly (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other Transactions as soon as practicable, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government may assert to the Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Transactions. Each of Parent and the Company shall (ix) cooperate and coordinate with the other in making the filings required to be made with taking of the Government in connection with the Mergeractions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to make effectuate the taking of such filingsactions. Each party hereto shall promptly inform the other party or parties hereto, and (iii) supply as the case may be, of any communication from any Governmental Body regarding any of the Contemplated Transactions. If the Company or Parent receives a request for additional information that may reasonably or documentary material from any Governmental Body with respect to the Contemplated Transactions, then it shall use reasonable best efforts to make, or cause to be required or requested by any Government in connection with any such filingmade, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by Legal Requirements and by any applicable Governmental Body, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Body in respect of any filing made thereto in connection with the Contemplated Transactions. (cb) The Company In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body or private party challenging the Merger or the Contemplated Transactions, or any other agreement contemplated hereby, each of the parties shall cooperate in all respects and shall use commercially its reasonable best efforts to takecontest and resist any such action or proceeding and to have vacated, lifted, reversed or cause to be takenoverturned any order, all actions necessary whether temporary, preliminary or advisable to complete processes permanent, that is in effect and satisfy requirements that apply with respect to change of ownership prohibits, prevents or restricts consummation of the Company in connection with Government Contracts, including any required novation processesContemplated Transactions.

Regulatory Approvals and Related Matters. (a) Each party of Applied and TEL shall use commercially its reasonable best efforts to file (and to cause the other Applied Entities and other TEL Entities to file), as soon as reasonably practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party Party with any Government Governmental Body with respect to the Merger Business Combination and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Government. Governmental Body. Without limiting the generality of the foregoing, Applied and TEL shall, as soon as practicable after the date of this Agreement, prepare and file (bor cause to be prepared and filed) Parent the notifications required under any Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Business Combination. Each of Applied and the Company TEL shall use commercially its reasonable best efforts to respond as promptly as reasonably practicable to any inquiries or requests received from any state attorney general, antitrust authority or other Governmental Body in connection with antitrust or related matters. Subject to Section 4.7(e) and Section 4.7(f), each of Applied and TEL shall use its reasonable best efforts to take, or cause to be taken, all actions necessary or advisable to consummate the Merger Business Combination and make effective the other Transactions Contemplated Transactions. (b) Without limiting the generality of Section 4.7(a), each of Applied and TEL shall use its reasonable best efforts to submit a draft joint voluntary notice and, following the receipt of any comments thereto, a final joint voluntary notice, to CFIUS (the “Exon-Xxxxxx Filing”) as soon promptly as reasonably practicable after following the date of this Agreement. Without limiting the generality Applied and TEL shall cooperate in preparing, pre-filing and filing with CFIUS a joint voluntary notice of the foregoing, each party Business Combination in accordance with applicable Legal Requirements. Each of Applied and TEL shall use its reasonable best efforts to this Agreement: respond as promptly as reasonably practicable (i) shall make all filings (if any) and give all notices (if any) but in any event within the time required to avoid possible rejection or deferred acceptance of the Exon-Xxxxxx Filing under 31 C.F.R. § 800.403) to any inquiries or requests received from CFIUS in connection with such joint voluntary notice. Each of Applied and TEL shall use its reasonable best efforts to obtain the CFIUS Approval; provided, however, that in no event shall any Party be made and given by such party required to take any action (or to cause any of its Subsidiaries Affiliates to take any action) in connection with the Merger and the other Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and order to obtain each Consent the CFIUS Approval that would (if anyor would reasonably be expected to) required result in a material and adverse impact on the business, financial condition or results of operations of HoldCo and its Subsidiaries, taken as a whole, following the Business Combination Effective Time. (c) Subject to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any confidentiality provisions of the other Transactions as soon as practicableConfidentiality Agreement, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government may assert to the Transactions; Applied and (iii) TEL each shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Transactions. Each of Parent and the Company shall (i) cooperate and coordinate with the other in making the filings required to be made with the Government in connection with the Merger, (ii) promptly supply the other with any information that which may be required in order to make such filingseffectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 4.7(a), Section 4.7(b) or Section 4.7(d). Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the confidentiality provisions of the Confidentiality Agreement, each of Applied and TEL shall (iiieach through its counsel): (i) supply consult with the other in good faith prior to taking a position with respect to any additional information that may reasonably be required such filing; (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or requested by submitting any Government of the foregoing to any Governmental Body on behalf of itself or any other Party in connection with any such filingfiling or any Legal Proceeding related solely to this Agreement or the Contemplated Transactions (including any such Legal Proceeding relating to any antitrust, as soon as reasonably practicable and after consultation competition or fair trade Legal Requirement); (iii) coordinate with the other partyin preparing and exchanging such information; and (iv) promptly provide the other (and its counsel) with copies of all filings, notices, analyses, presentations, memoranda, briefs, white papers, opinions, proposals and other submissions (and a summary of any oral presentations) made or submitted by such Party with or to any Governmental Body related solely to this Agreement or the Contemplated Transactions. (cd) The Company Each of Applied and TEL shall (each through its counsel) notify the other promptly upon the receipt of: (i) any material communication from any official of any Governmental Body in connection with any filing made pursuant to this Agreement; (ii) Knowledge of the commencement or threat of commencement of any Legal Proceeding by any Governmental Body with respect to the Contemplated Transactions (and shall thereafter keep the other informed as to the status of any such Legal Proceeding or threat); and (iii) any request by any official of any Governmental Body for any amendment or supplement to any filing made pursuant to this Agreement or any information required to comply with any Legal Requirements applicable to the Contemplated Transactions. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 4.7(a) or Section 4.7(b), Applied or TEL, as the case may be, shall (promptly upon learning of the occurrence of such event) inform the other of the occurrence of such event and cooperate in filing with the applicable Governmental Body such amendment or supplement. (e) Notwithstanding anything to the contrary contained in this Agreement, in the event that any Legal Proceeding is initiated (or threatened to be initiated) by a Governmental Body challenging the Business Combination or any of the other Contemplated Transactions, each of Applied and TEL shall use commercially its reasonable best efforts to takecooperate with each other and to contest and resist any such Legal Proceeding until the entering into by a court of competent jurisdiction of the first to occur of any preliminary or permanent injunction or other Order that preliminarily or permanently prohibits, prevents or restricts the consummation of the Business Combination or any of the other Contemplated Transactions. Neither Applied nor TEL shall make (or permit any of its Affiliates to make) any offer, acceptance or counter-offer to, or agreement with, any Governmental Body with respect to any proposed settlement, consent decree, commitment, remedy, discovery, admissibility of evidence, timing or scheduling, in any case with respect to any Legal Proceeding initiated by a Governmental Body related to the Business Combination or any of the other Contemplated Transactions, without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed). (f) Notwithstanding anything to the contrary contained in this Section 4.7 or elsewhere in this Agreement, neither Applied nor TEL shall have any obligation under this Agreement or in connection with the Contemplated Transactions to: (i) dispose of, transfer or exclusively license, or cause any of its Subsidiaries to dispose of, transfer or exclusively license, any assets to any Person (other than Applied or TEL), or to commit to (or cause any of its Subsidiaries to commit to) dispose of, transfer or exclusively license any assets to any Person (other than Applied or TEL); (ii) discontinue or cause any of its Subsidiaries to discontinue, or commit to (or cause any of its Subsidiaries to commit to) discontinue, offering any product or service; (iii) non-exclusively license or otherwise make available, or cause any of its Subsidiaries to non-exclusively license or otherwise make available, to any Person (other than Applied or TEL) any technology, Intellectual Property or Intellectual Property Right, or to commit to (or cause any of its Subsidiaries to commit to) non-exclusively license or otherwise make available to any Person (other than Applied or TEL) any technology, Intellectual Property or Intellectual Property Right; (iv) hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Business Combination Effective Time), or to commit to (or cause any of its Subsidiaries to commit to) hold separate any assets or operations; or (v) make or cause any of its Subsidiaries to make any commitment, or to commit to (or cause any of its Subsidiaries to commit to) make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of its Subsidiaries; provided, however, that Applied and TEL shall be required to take (and to cause their Subsidiaries to take) the actions set forth in clauses “(i)” through “(v)” of this Section 4.7(f) if, but only if, such actions, considered collectively, would not reasonably be expected to result in a Substantial Detriment. Such actions shall be deemed to result in a “Substantial Detriment” if such actions, considered collectively, are reasonably expected to result in a reduction of the combined annual consolidated revenues of the Applied Entities and the TEL Entities, collectively, of at least $600,000,000 (using the applicable revenues of the Applied Entities for Applied’s 2012 fiscal year and the applicable revenues of the TEL Entities for TEL’s 2012 fiscal year in determining whether the threshold set forth in this sentence is reasonably expected to be taken, all actions necessary or advisable to complete processes and satisfy requirements that apply with respect to change of ownership of the Company in connection with Government Contracts, including any required novation processesexceeded).

Regulatory Approvals and Related Matters. (a) Each party shall (and shall cause its Affiliates to) use commercially reasonable efforts to file, as soon as reasonably practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Government with respect to the Merger and the other Transactions, and to submit promptly any additional information requested by any such Government. Without limiting the generality of the foregoing, the Company and Parent shall as promptly as practicable following the date of this Agreement prepare and file (i) the notification and report forms required to be filed under the HSR Act; and (ii) any notification or other document required to be filed in connection with the Merger under any applicable foreign Law relating to antitrust or competition matters. The Company and Parent shall respond as promptly as practicable to: (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (B) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Government in connection with antitrust or competition matters. (b) Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to consummate the Merger and make effective the other Transactions as soon as practicable after the date of this Agreement. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other Transactions as soon as practicable, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government may assert to the Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Transactions. Each of Parent and the Company shall (i) cooperate and coordinate with the other in making the filings required to be made with the Government in connection with the Merger, (ii) supply the other with any information that may be required in order to make such filings, and (iii) supply any additional information that may reasonably be required or requested by any Government in connection with any such filing, as soon as reasonably practicable and after consultation with the other party. (c) The Parent shall, and shall cause its Subsidiaries to (in each case, with the cooperation and assistance of the Company Entities), take any Remedial Action reasonably necessary and within Parent's control to avoid or eliminate any material impediment to obtaining and to obtain all consents under any Antitrust Laws that are required by any Government, so as to enable the parties to close the Transactions prior to the End Date; provided, that none of the foregoing shall require Parent, or any of its Subsidiaries to (I) take any Remedial Action or Remedial Actions (or any other similar actions) that if taken would or would reasonably be expected, individually or in the aggregate (A) to prohibit or restrict the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership (including with respect to voting) of the equity of the Company (and the other Company Entities) to be acquired in the Merger or of the assets or business of the Company Entities, or (B) to be materially adverse to the assets or businesses, the operation of the businesses, or the financial condition or results of operations of the Surviving Corporation and its Subsidiaries, taken as a whole or (II) take any action of the type described in the definition of Remedial Action (or any other similar actions) with respect to the assets or businesses, or the operation of the businesses of Parent or any of its Subsidiaries or Affiliates (other than the Surviving Corporation and its Subsidiaries, but subject to the foregoing clause (I)). (d) Each party shall, subject to applicable Law, (i) permit counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to, or documents to be filed with, any Government in connection with the transactions contemplated hereby, and (ii) provide counsel for the other party with copies of all filings made by such party, and all material correspondence between such party (and its Representatives) with any Government and any other information supplied by such party and such party's Affiliates to a Government or received from such Government in connection with the Transactions; provided, however, that materials may be redacted (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable legal privilege concerns. Each party agrees that it will keep the other party reasonably informed on a regular basis with respect to all investigations of, written communications to, or documents filed with, any Government and developments related thereto and, where reasonably practicable under the circumstances, shall give the other party reasonable advance notice of, and the opportunity to participate in, any meetings or discussions held with any Government in connection with such investigations, communications or filings so long as such participation is permitted by applicable Law and is not objected to by such Government, and shall and give due consideration in good faith to any reasonable request of the other party in connection with such meetings or discussions and such investigations, communications or filings to be discussed therein. (e) Each of Parent and the Company shall use commercially reasonable efforts to takeprovide any notices to third parties, or cause and shall use commercially reasonable efforts to be takenobtain any third party consents, all actions necessary or advisable required to complete processes consummate the Transactions not covered by Sections 6.3(a) and satisfy requirements that apply with respect to change of ownership of the Company in connection with Government Contracts, including any required novation processes6.3(b).

Regulatory Approvals and Related Matters. (a) Each party shall use commercially reasonable efforts to file, as soon as reasonably practicable after Upon the date of this Agreement, all notices, reports terms and other documents required to be filed by such party with any Government with respect subject to the Merger and conditions set forth in this Agreement (including those contained in this Section 5.2), each of the other Transactionsparties hereto shall, and to submit promptly any additional information requested by any such Government. (b) Parent and the Company shall cause its Subsidiaries to, use commercially its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Contemplated Transactions, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or non-actions from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Body, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and make effective to fully carry out the other Transactions as soon as practicable after Contemplated Transactions. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the date of Merger on the terms and conditions set forth in this Agreement. Without limiting the generality of the foregoingThe Company and Parent shall, each party subject to this Agreement: applicable Legal Requirements, promptly (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other Transactions as soon as practicable, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government may assert to the Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Transactions. Each of Parent and the Company shall (ix) cooperate and coordinate with the other in making the filings required to be made with taking of the Government in connection with the Mergeractions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to make effectuate the taking of such filingsactions. Each party hereto shall promptly inform the other party or parties hereto, and (iii) supply as the case may be, of any communication from any Governmental Body regarding any of the Contemplated Transactions. If the Company or Parent receives a request for additional information that may reasonably or documentary material from any Governmental Body with respect to the Contemplated Transactions, then it shall use reasonable best efforts to make, or cause to be required or requested by any Government in connection with any such filingmade, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by Legal Requirements and by any applicable Governmental Body, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Body in respect of any filing made thereto in connection with the Contemplated Transactions. (cb) The Company In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body or private party challenging the Merger or the Contemplated Transactions, or any other agreement contemplated hereby, each of the parties shall cooperate in all respects and shall use commercially its reasonable best efforts to takecontest and resist any such action or proceeding and to have vacated, lifted, reversed or cause to be takenoverturned any order, all actions necessary whether temporary, preliminary or advisable to complete processes permanent, that is in effect and satisfy requirements that apply with respect to change of ownership prohibits, prevents or restricts consummation of the Company in connection with Government Contracts, including any required novation processesContemplated Transactions.

Regulatory Approvals and Related Matters. (a) Each party shall use commercially reasonable efforts to file, as soon as reasonably practicable after Upon the date of this Agreement, all notices, reports terms and other documents required to be filed by such party with any Government with respect subject to the Merger and conditions set forth in this Agreement (including those contained in this Section 5.6), each of the other Transactionsparties hereto shall, and to submit promptly any additional information requested by any such Government. (b) Parent and the Company shall cause its Subsidiaries to, use commercially its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or nonactions from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Bodies, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and make effective to fully carry out the other Transactions as soon as practicable after the date purposes of this Agreement. Without limiting Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the generality of Merger on the foregoing, each party to terms and conditions set forth in this Agreement: . The Company and Parent shall, subject to applicable legal Requirements, promptly (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other Transactions as soon as practicable, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government may assert to the Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Transactions. Each of Parent and the Company shall (ix) cooperate and coordinate with the other in making the filings required to be made with taking of the Government in connection with the Mergeractions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to make effectuate the taking of such filingsactions. Each party hereto shall promptly inform the other party or parties hereto, and (iii) supply as the case may be, of any communication from any Governmental Body regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information that may reasonably or documentary material from any Governmental Body with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be required or requested by any Government in connection with any such filingmade, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by Legal Requirements and by any applicable Governmental Body, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Body in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. (cb) The Company In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of the parties shall cooperate in all respects and shall use commercially its reasonable best efforts to takecontest and resist any such action or proceeding and to have vacated, lifted, reversed or cause to be takenoverturned any order, all actions necessary whether temporary, preliminary or advisable to complete processes permanent, that is in effect and satisfy requirements that apply with respect to change of ownership prohibits, prevents or restricts consummation of the Company in connection with Government Contracts, including any required novation processestransactions contemplated by this Agreement.

Regulatory Approvals and Related Matters. (a) Each party shall use commercially reasonable efforts to file, as soon as reasonably practicable after Upon the date of this Agreement, all notices, reports terms and other documents required to be filed by such party with any Government with respect subject to the Merger and conditions set forth in this Agreement (including those contained in this Section 5.2), each of the other Transactionsparties hereto shall, and to submit promptly any additional information requested by any such Government. (b) Parent and the Company shall cause their Subsidiaries to, use commercially their reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Contemplated Transactions, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or non-actions from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Body, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and make effective to fully carry out the other Transactions as soon as practicable after Contemplated Transactions. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the date of Merger on the terms and conditions set forth in this Agreement. Without limiting the generality of the foregoingThe Company and Parent shall, each party subject to this Agreement: applicable Legal Requirements, promptly (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other Transactions as soon as practicable, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government may assert to the Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Transactions. Each of Parent and the Company shall (ix) cooperate and coordinate with the other in making the filings required to be made with taking of the Government in connection with the Mergeractions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to make effectuate the taking of such filingsactions. Each party hereto shall promptly inform the other party or parties hereto, and (iii) supply as the case may be, of any communication from any Governmental Body regarding any of the Contemplated Transactions. If the Company or Parent receives a request for additional information that may reasonably or documentary material from any Governmental Body with respect to the Contemplated Transactions, then it shall use reasonable best efforts to make, or cause to be required or requested by any Government in connection with any such filingmade, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by Legal Requirements and by any applicable Governmental Body, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Body in respect of any filing made thereto in connection with the Contemplated Transactions. (cb) The Company In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body or private party challenging the Merger or the Contemplated Transactions, or any other agreement contemplated hereby, each of the parties shall cooperate in all respects and shall use commercially its reasonable best efforts to takecontest and resist any such action or proceeding and to have vacated, lifted, reversed or cause to be takenoverturned any order, all actions necessary whether temporary, preliminary or advisable to complete processes permanent, that is in effect and satisfy requirements that apply with respect to change of ownership prohibits, prevents or restricts consummation of the Company in connection with Government Contracts, including any required novation processesContemplated Transactions.

Regulatory Approvals and Related Matters. (a) Each party shall use commercially reasonable efforts to file, as soon as reasonably practicable after Upon the date of this Agreement, all notices, reports terms and other documents required to be filed by such party with any Government with respect subject to the Merger and conditions set forth in this Agreement (including those contained in this Section 5.3), each of the other Transactionsparties hereto shall, and to submit promptly any additional information requested by any such Government. (b) Parent and the Company shall cause its Subsidiaries to, use commercially its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Contemplated Transactions, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or non-actions from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Body, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and make effective to fully carry out the other Transactions as soon as practicable after Contemplated Transactions. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the date of Merger on the terms and conditions set forth in this Agreement. Without limiting the generality of the foregoingThe Company and Parent shall, each party subject to this Agreement: applicable legal Requirements, promptly (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other Transactions as soon as practicable, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government may assert to the Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Transactions. Each of Parent and the Company shall (ix) cooperate and coordinate with the other in making the filings required to be made with taking of the Government in connection with the Mergeractions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to make effectuate the taking of such filingsactions. Each party hereto shall promptly inform the other party or parties hereto, and (iii) supply as the case may be, of any communication from any Governmental Body regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information that may reasonably or documentary material from any Governmental Body with respect to the Contemplated Transactions, then it shall use reasonable best efforts to make, or cause to be required or requested by any Government in connection with any such filingmade, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by Legal Requirements and by any applicable Governmental Body, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Body in respect of any filing made thereto in connection with the Contemplated Transactions. (cb) The Company In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body or private party challenging the Merger or the Contemplated Transactions, or any other agreement contemplated hereby, each of the parties shall cooperate in all respects and shall use commercially its reasonable best efforts to takecontest and resist any such action or proceeding and to have vacated, lifted, reversed or cause to be takenoverturned any order, all actions necessary whether temporary, preliminary or advisable to complete processes permanent, that is in effect and satisfy requirements that apply with respect to change of ownership prohibits, prevents or restricts consummation of the Company in connection with Government Contracts, including any required novation processesContemplated Transactions.

Regulatory Approvals and Related Matters. (a) Each party shall use commercially reasonable efforts to file, as soon as reasonably practicable after Upon the date of this Agreement, all notices, reports terms and other documents required to be filed by such party with any Government with respect subject to the Merger and conditions set forth in this Agreement (including those contained in this Section ‎5.6), each of the other Transactionsparties hereto shall, and to submit promptly any additional information requested by any such Government. (b) Parent and the Company shall cause its Subsidiaries to, use commercially its reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all necessary permits, waivers, consents, approvals and actions or non-actions from Governmental Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Body, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and make effective to fully carry out the other Transactions as soon as practicable after Contemplated Transactions. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the date of Merger on the terms and conditions set forth in this Agreement. Without limiting the generality of the foregoingThe Company and Parent shall, each party subject to this Agreement: applicable legal Requirements, promptly (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other Transactions as soon as practicable, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government may assert to the Transactions; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Transactions. Each of Parent and the Company shall (ix) cooperate and coordinate with the other in making the filings required to be made with taking of the Government in connection with the Mergeractions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to make effectuate the taking of such filingsactions. Each party hereto shall promptly inform the other party or parties hereto, and (iii) supply as the case may be, of any communication from any Governmental Body regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information that may reasonably or documentary material from any Governmental Body with respect to the Contemplated Transactions, then it shall use reasonable best efforts to make, or cause to be required or requested by any Government in connection with any such filingmade, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by Legal Requirements and by any applicable Governmental Body, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Body in respect of any filing made thereto in connection with the Contemplated Transactions. (cb) The Company In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Body or private party challenging the Merger or the Contemplated Transactions, or any other agreement contemplated hereby, each of the parties shall cooperate in all respects and shall use commercially its reasonable best efforts to takecontest and resist any such action or proceeding and to have vacated, lifted, reversed or cause to be takenoverturned any order, all actions necessary whether temporary, preliminary or advisable to complete processes permanent, that is in effect and satisfy requirements that apply with respect to change of ownership prohibits, prevents or restricts consummation of the Company in connection with Government Contracts, including any required novation processesContemplated Transactions.

Regulatory Approvals and Related Matters. (a) Each party shall use commercially reasonable efforts to file, as soon as reasonably practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Government Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such GovernmentGovernmental Body. Without limiting the generality of the foregoing, the Company and Parent shall: (i) within five business days after the date of this Agreement, prepare and file the notification and report forms required to be filed under the HSR Act; and (ii) within 15 business days after the date of this Agreement, prepare and file any notification or other document required to be filed in connection with the Merger under any applicable foreign Legal Requirement relating to antitrust or competition matters. The Company and Parent shall respond as promptly as practicable to: (A) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (B) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or competition matters. At the request of Parent, the Company shall agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any other action with respect to any of the businesses, product lines or assets of the Acquired Corporations, provided that any such action is conditioned upon the consummation of the Merger. (b) Parent and the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to consummate the Merger and make effective the other Contemplated Transactions as soon as practicable after the date of this Agreement. Without limiting the generality of the foregoing, each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party or any of its Subsidiaries in connection with the Merger and the other Contemplated Transactions; (ii) shall use commercially reasonable efforts to cause the expiration or termination of each waiting period (if any) and to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law Legal Requirement or Contract, or otherwise) by such party or any of its Subsidiaries in connection with the Merger or any of the other Contemplated Transactions as soon as practicable, including commercially reasonable efforts to take all such action as may reasonably be necessary to resolve such objections, if any, as any Government Governmental Body may assert under any antitrust or competition law with respect to the TransactionsMerger; and (iii) shall use commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other Contemplated Transactions. Each of Parent and the Company shall (i) cooperate and coordinate with the other in making the filings required to be made with the Government Governmental Bodies in connection with the Merger, (ii) supply the other with any information that may be required in order to make such filings, and (iii) supply any additional information that may reasonably be required or requested by any Government Governmental Body in connection with any such filing, as soon as reasonably practicable and after consultation with the other party. (c) Subject to applicable Legal Requirements, the Company and Parent shall each promptly inform the other of any communication from any Governmental Body, and provide a copy of all written communications received from any Governmental Body, regarding the Contemplated Transactions in connection with any filings or investigations with, by or before any Governmental Body relating to this Agreement or the Contemplated Transactions. Subject to applicable Legal Requirements, the Company and Parent shall each provide to the other a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give to the other a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Subject to applicable Legal Requirements, the Company and Parent shall each promptly deliver to the other a copy of each such filing or other submission made by the Company or Parent during the Pre-Closing Period. Neither the Company nor Parent shall engage or participate in any communication with the Federal Trade Commission or the Department of Justice regarding the Contemplated Transactions absent the participation of the other (unless such Governmental Body refuses to allow participation of Parent or the Company), and the Company and Parent shall each promptly inform the other of the substance of any material communication regarding the Contemplated Transactions with any Governmental Body with authority over antitrust or competition matters if a Representative of the other is not present when such communication is made. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on an outside counsel-only basis to the extent required under applicable Legal Requirements or as appropriate to protect confidential business information or the attorney-client privilege or attorney work-product. (d) The Company shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary or advisable to complete processes and satisfy requirements that apply with respect to change of ownership of the Company in connection with Government Contracts, including any required novation processes.