Common use of Regulatory Approvals and Related Matters Clause in Contracts

Regulatory Approvals and Related Matters. (a) Each party shall use its commercially reasonable efforts to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions. Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable after the date of this Agreement, prepare and file, or shall cause their “ultimate parent entities” (as that term is defined in the HSR Act and its implementing regulations) to prepare and file, the notifications required under the HSR Act and under any other 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 Merger. The Company and Parent shall use their commercially reasonable efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any “second request” for information) received from the Federal Trade Commission or the U.S. Department of Justice (“FTC/DOJ”) for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. (b) Parent, Merger Sub and the Company each shall promptly supply the other parties with any information that may be required in order to effectuate any filings or applications pursuant to Section 5.6(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, each of the Company and Parent shall, (i) consult with the other party prior to taking a position with respect to or making any 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 submitting any of the foregoing to any Governmental Body by or on behalf of any party to this Agreement in connection with any investigations or proceedings in connection with this Agreement or the Contemplated Transactions, (iii) coordinate with the other in preparing and exchanging such information, and (iv) promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Body in connection with this Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of Parent and the Company need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such information or to the extent required by any existing confidentiality or non-disclosure agreement. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section as “outside counsel only.” Such material and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Body regarding the transactions described herein shall include representatives of both parties. (c) Each party will notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant to this Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a), each party will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. (d) Parent and the Company shall use their commercially reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. 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 in connection with the Merger and the other Contemplated Transactions; and (ii) shall use commercially reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions, including, but not limited to, (A) entering into negotiations with any applicable Governmental Body; (B) providing information required by law or governmental regulation; and (C) substantially complying with any “second request” for information pursuant to Antitrust Law. (e) If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violating any Antitrust Law, Parent, Merger Sub and the Company shall: (i) contest, resist or resolve any such proceeding or action; and (ii) use their commercially reasonable best efforts to have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action; provided, however, that neither Parent nor Merger Sub shall be under an obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Parent or any of its affiliates or the Company or any of its Subsidiaries, (B) the imposition of any material limitation or regulation on the ability of Parent or any of its affiliates to freely conduct their business or own such assets, or (C) the holding separate of the shares of Company capital stock or any material limitation or regulation on the ability of Parent or any of its affiliates to exercise full rights of ownership of the shares of Company capital stock (any of the foregoing, an “Antitrust Restraint”).

Regulatory Approvals and Related Matters. (a) Each party shall use its commercially reasonable best efforts to file, as promptly soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger Mergers and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company RFMD and Parent TriQuint shall, as promptly as practicable after the date of this Agreement, prepare and file, or shall cause their “ultimate parent entities” (as that term is defined in the HSR Act and its implementing regulations) to prepare and file, file the notifications required under the HSR Act and under any other 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 Merger. The Company RFMD and Parent TriQuint shall use their commercially reasonable best efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any “second request” for information) received from the Federal Trade Commission or the U.S. Department of Justice (“FTC/DOJ”) for additional information or documentation; and (ii) to any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. (b) ParentSubject to compliance with applicable Legal Requirements, Merger Sub TriQuint shall use reasonable best efforts to provide to RFMD, and the Company each RFMD shall use reasonable best efforts to provide to TriQuint, as promptly supply the other parties with as practicable, any information that may be is required in order to effectuate any filings or applications by TriQuint or RFMD, as the case may be, pursuant to Section 5.6(a6.7(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement and the Common Interest Agreement, each of the Company RFMD and Parent shall, TriQuint shall use reasonable best efforts to: (i) consult with the other party prior to taking a position with respect to or making any such filing, (ii) permit the other to review and discuss in advance, and consider in good faith the views of the other party regarding material positions being taken in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing material filings to any Governmental Body by or on behalf of any party to this Agreement be made under Antitrust Laws in connection with any investigations or proceedings in connection with this Agreement or the Contemplated Transactions, ; (iiiii) coordinate with the other in preparing and exchanging such information, and (iv) promptly provide the other (and its counsel) as promptly as practicable with copies of all filings, presentations or material filings and material written submissions (and a summary of any oral presentations) made by such party with any Governmental Body under any Antitrust Law in connection with this Agreement or the Contemplated Transactions; provided that and (iii) consult with respect to any such filing, presentation or submission, each of Parent and the Company need not supply the other (in advance of any meeting or its counsel) conference with copies (or, any Governmental Body under any Antitrust Law in case of oral presentations, a summary) to connection with the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such information or to the extent required by any existing confidentiality or non-disclosure agreement. The parties may, as they deem advisable Contemplated Transactions and necessary, designate any competitively sensitive materials provided to give the other under this Section as “outside counsel only.” Such material the opportunity to attend and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by participate in such outside counsel to employees, officers, meeting or directors of the recipient without the advance written consent of the party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Body regarding the transactions described herein shall include representatives of both partiesconference. (c) Each party will notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant to this Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant Subject to Section 5.6(a6.7(d), each party will promptly inform the other of such occurrence TriQuint and cooperate in filing with the applicable Governmental Body such amendment or supplement. (d) Parent and the Company RFMD shall use their commercially reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger Mergers and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.7(d), 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 in connection with the Merger Mergers and the other Contemplated Transactions; and (ii) shall use commercially reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger Mergers or any of the other Contemplated Transactions, including, but not limited to, (A) entering into negotiations with any applicable Governmental Body; (B) providing information required by law or governmental regulation; and (Ciii) substantially complying with shall use reasonable best efforts to defend against (or, if imposed, lift) any “second request” restraint, injunction or other legal bar to the Merger, including any request for information pursuant to Antitrust Lawpreliminary relief. (ed) If any administrative or judicial action or proceeding is instituted (or threatened Notwithstanding anything to be instituted) challenging any transaction contemplated by the contrary contained in this Agreement as violating any Antitrust LawSection 6.7, none of TriQuint, Trident Merger Sub, Parent, RFMD or Rocky Merger Sub and (or any of their respective Subsidiaries) shall have any obligation under this Agreement or in connection with the Company shallContemplated Transactions: (i) contestto divest or agree to divest (or cause any of their respective Subsidiaries to divest or agree to divest) any of their respective businesses, resist product lines or resolve assets, or to take or agree to take (or cause any such proceeding of their respective Subsidiaries to take or actionagree to take) any other action or agree (or cause any of their respective Subsidiaries to agree) to any limitation or restriction on any of their respective businesses, product lines or assets; and or (ii) use to license or otherwise make available (or cause any of their commercially reasonable best efforts respective Subsidiaries to have vacatedlicense or otherwise make available) to any Person, liftedany technology, reversed software or overturned any injunction resulting from such proceeding other Intellectual Property or actionIntellectual Property Right; provided, however, that neither Parent nor Merger Sub TriQuint and RFMD shall be under an obligation required to make proposalstake (and to cause their respective Subsidiaries to take) the actions set forth in clauses “(i)” and “(ii)” of this Section 6.7(d) if, execute or carry out agreementsbut only if, enter into consent decrees or submit to orders providing for such actions, considered collectively, (A) are not reasonably expected to result in a reduction of the salecombined annual consolidated revenues of the TriQuint Corporations and the RFMD Corporations, divestiturecollectively, license or other disposition or holding separate of more than $50,000,000 (through using the establishment applicable revenues of a trust or otherwise) of any material assets or categories of assets of Parent or any of its affiliates or the Company or any of its SubsidiariesTriQuint Corporations and the RFMD Corporations for the 12 months ending December 31, 2013 in determining whether the threshold set forth in this sentence is reasonably expected to be exceeded), and (B) the imposition of any would not reasonably be expected to result in a material limitation or regulation and adverse effect on the ability of Parent or any of its affiliates benefits TriQuint and RFMD intend to freely conduct their business or own such assets, or (C) achieve through the holding separate of the shares of Company capital stock or any material limitation or regulation on the ability of Parent or any of its affiliates to exercise full rights of ownership of the shares of Company capital stock (any of the foregoing, an “Antitrust Restraint”)transactions contemplated by this Agreement.

Regulatory Approvals and Related Matters. (a) Each party shall use its commercially reasonable best efforts to file, as promptly soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, as promptly as practicable after the date of this Agreement, prepare and file, or shall cause their “ultimate parent entities” (as that term is defined in the HSR Act and its implementing regulations) to prepare and file, file the notifications required under the HSR Act and under any other 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 Merger. The Company and Parent shall use their commercially reasonable best efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any “second request” for information) received from the Federal Trade Commission or the U.S. Department of Justice (“FTC/DOJ”) for additional information or documentation; and (ii) to any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters. (b) Parent, Merger Sub and the Company each shall promptly supply the other parties with any information that may be required in order to effectuate any filings or applications pursuant Subject to Section 5.6(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, each of the Company and Parent shall, (i) consult with the other party prior to taking a position with respect to or making any 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 submitting any of the foregoing to any Governmental Body by or on behalf of any party to this Agreement in connection with any investigations or proceedings in connection with this Agreement or the Contemplated Transactions, (iii) coordinate with the other in preparing and exchanging such information, and (iv) promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Body in connection with this Agreement or the Contemplated Transactions; provided that with respect to any such filing, presentation or submission, each of Parent and the Company need not supply the other (or its counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such information or to the extent required by any existing confidentiality or non-disclosure agreement. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section as “outside counsel only.” Such material and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Body regarding the transactions described herein shall include representatives of both parties. (c) Each party will notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Body in connection with any filings made pursuant to this Agreement, and (ii) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirements. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a5.7(c), each party will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. (d) Parent and the Company shall use their commercially reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.7(c), 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 in connection with the Merger and the other Contemplated Transactions; and (ii) shall use commercially reasonable best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions, including, but not limited to, (A) entering into negotiations with any applicable Governmental Body; (B) providing information required by law or governmental regulation; and (Ciii) substantially complying with shall use commercially reasonable efforts to lift any “second request” for information pursuant restraint, injunction or other legal bar to Antitrust Lawthe Merger. (ec) If any administrative or judicial action or proceeding is instituted (or threatened Notwithstanding anything to be instituted) challenging any transaction contemplated by the contrary contained in this Agreement as violating any Antitrust LawSection 5.7, none of Parent, Merger Sub and or the Company shallshall have any obligation under this Agreement: (i) contestto divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective businesses, resist product lines or resolve assets, or to take or agree to take (or cause any such proceeding of its Subsidiaries to take or actionagree to take) any other action or agree (or cause any of its Subsidiaries to agree) to any limitation or restriction on any of its respective businesses, product lines or assets; and (ii) use their commercially reasonable best efforts to have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action; provided, however, that neither Parent nor Merger Sub shall be under an obligation to make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for (A) the sale, divestiture, license or otherwise make available (or cause any of its Subsidiaries to license or otherwise make available) to any Person, any technology, software or other disposition Intellectual Property or holding separate Intellectual Property Right; or (through iii) to contest any lawsuit by any Governmental Body relating to the establishment of a trust or otherwise) of any material assets or categories of assets of Parent Merger or any of its affiliates or the Company or any of its Subsidiaries, (B) the imposition of any material limitation or regulation on the ability of Parent or any of its affiliates to freely conduct their business or own such assets, or (C) the holding separate of the shares of Company capital stock or any material limitation or regulation on the ability of Parent or any of its affiliates to exercise full rights of ownership of the shares of Company capital stock (any of the foregoing, an “Antitrust Restraint”)other Contemplated Transactions.

Regulatory Approvals and Related Matters. (a) Each In addition to and without limitation on the other provisions of this ‎Section 6.06, each party shall use its commercially reasonable best efforts to prepare and file, as promptly as practicable after the date of this Agreement, all necessary notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactionstransactions contemplated herein. Without limiting the generality of the foregoing, the Company and Parent parties shall, as promptly as practicable after the date of this Agreement, : (i) prepare and file, or shall cause their “ultimate parent entities” (as that term is defined in the HSR Act and its implementing regulations) to prepare and file, file the notifications required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act Act"), and under any other Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade Antitrust Laws (collectively, “Antitrust Laws”) as defined in connection with the Mergerthis ‎Section 6.06(a)). The Company and Parent parties shall use their commercially reasonable best efforts to respond as promptly as practicable to: (i) any inquiries or requests (including any “"second request” " for information) received from the Federal Trade Commission or the U.S. Department of Justice (“"FTC/DOJ”) "), or any other Governmental Body for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority general or other Governmental Body in connection with antitrust or related matters. For purposes of this Agreement, "Antitrust Law" shall mean the HSR Act and any other Requirements of Law that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade; (ii) prepare and file an application for the approval by the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act (the "FERC Approval"); (iii) prepare and file a joint voluntary notice in respect of the transactions contemplated hereby under Exon-Fxxxxx; and (iv) prepare and file applications for all other regulatory approvals listed on ‎Section 6.06(a) of the Seller's Disclosure Letter. (b) Parent, Merger Sub and the Company The parties each shall promptly supply the each other parties with any information that may be required in order to effectuate any filings or applications pursuant to Section 5.6(a‎Section 6.06(a). Except where prohibited by applicable Legal RequirementsRequirements of Law, and subject to the Confidentiality Agreement, each of the Company and Parent shall, (i) party shall consult with the other party parties prior to taking a position with respect to or making any such filing, (ii) shall 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 submitting any of the foregoing to any Governmental Body by or on behalf of any party to this Agreement hereto in connection with any investigations or proceedings in connection with this Agreement or the Contemplated Transactionstransactions contemplated herein, (iii) coordinate with the other parties in preparing and exchanging such information, information and (iv) promptly provide the other parties (and its their counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Body in connection with this Agreement or the Contemplated Transactionstransactions contemplated herein; provided that with respect to any such filing, presentation or submission, each of Parent and the Company party need not supply the other parties (or its their counsel) with copies (or, in case of oral presentations, a summary) to the extent that any Legal Requirement Requirements of Law applicable to such party requires such party or its Subsidiaries Affiliates to restrict or prohibit access to any such properties or information or to the extent required by any existing confidentiality or non-disclosure agreement. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section as “outside counsel only.” Such material and the information contained therein shall be given only to outside counsel None of the recipient and will not be disclosed by such outside counsel to employees, officersparties shall independently participate in any meeting, or directors engage in any substantive conversation, with any Governmental Body in respect of any such filings, investigation or other inquiry without previously informing each other party of the recipient without the advance written consent of the party providing such materials. In additionmeeting and, to the extent reasonably practicablepermitted by such Governmental Body, all discussions, telephone calls, and meetings with a Governmental Body regarding the transactions described herein shall include representatives of both partiesopportunity to attend and/or participate. (c) Each party will notify inform the other parties promptly upon the receipt of: (ix) any comments from any officials of any Governmental Body in connection with any filings made pursuant to this Agreementhereto, and (iiy) any request by any officials of any Governmental Body for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal RequirementsRequirements of Law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 5.6(a‎Section 6.06(a), each party will promptly inform the other parties of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. (d) Parent and the Company Each party shall use their commercially reasonable best efforts to take, or cause to be taken, all actions necessary appropriate actions, do or cause to be done all things necessary, proper or advisable, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement, to satisfy the conditions to Closing and to consummate the Merger and make effective the other Contemplated Transactions. Without transactions contemplated herein and, without limiting the generality of the foregoing, each party to this Agreementparty: (i) shall prepare and make all filings (if any) and give all notices (if any) required to be made made, pre- or post- Closing, whether triggered by actions of the Purchaser or otherwise, and given by such party in connection with the Merger and the other Contemplated Transactionstransactions contemplated herein; and (ii) shall use commercially reasonable best efforts to obtain each Consent consent, clearance or approval (if any) required to be obtained (pursuant to any applicable Legal Requirement Requirements of Law or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactionstransactions contemplated herein, including, but not limited to, : (A) entering into negotiations with any applicable Governmental Body; (B) providing information required by law or governmental regulation; and (C) substantially complying with any “"second request” " or other requests for information pursuant to Antitrust Law. (e) The Purchaser and Seller shall cooperate with each other and use their respective reasonable best efforts or cause their respective Affiliates to use reasonable best efforts, with the other's cooperation, to negotiate and obtain all waivers, permits, consents or sublicenses from any Person (other than from a Governmental Body) and provide any notices necessary or appropriate to consummate the transactions contemplated herein (each, a "Third Party Consent"). If the parties are unable to obtain any such Third Party Consent prior to the Closing, the Seller and the Purchaser shall continue to use their reasonable best efforts and cause their respective Affiliates to use their respective reasonable best efforts in cooperation with the other party (i) to obtain such Third Party Consent or (ii) cooperate in any arrangement acceptable to the Purchaser that is reasonable, lawful and designed to provide such benefits to the Purchaser (including, but not limited to the acquisition of a commercially reasonable substitute contract for any Contract that has not been transferred with or to the Company). Following the Closing, the costs of obtaining any Third Party Consents that the parties were unable to obtain prior to the Closing will be equally split between the Seller and the Purchaser. (f) Notwithstanding anything to the contrary contained in this ‎Section 6.06 or elsewhere in this Agreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violating violative of any Antitrust Law, Parent, Merger Sub and the Company shallparties shall use their reasonable best efforts to: (i) contest, resist or resolve any such proceeding or action; and (ii) use their commercially reasonable best efforts to have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action; provided, however, that neither Parent nor Merger Sub party shall be under an obligation required to make proposals, execute or carry out agreements, enter into consent decrees or submit any divestiture agreement to orders providing for (A) comply with its obligations hereunder, to the sale, divestiture, license or other disposition or holding separate (through the establishment of extent that any divestiture is reasonably likely to have a trust or otherwise) of any material assets or categories of assets of Parent or any of its affiliates or the Company or any of its Subsidiaries, (B) the imposition of any material limitation or regulation Material Adverse Effect on the ability of Parent Business or any of its affiliates to freely conduct their a material adverse effect on the business or own such assets, or (C) the holding separate of the shares of Company capital stock or any material limitation or regulation on the ability of Parent or any of Purchaser and its affiliates to exercise full rights of ownership of the shares of Company capital stock (any of the foregoing, an “Antitrust Restraint”)Affiliates.