Common use of Regulatory Approvals; Consents Clause in Contracts

Regulatory Approvals; Consents. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). As of, and based upon the facts and circumstances existing on, the date hereof, Pxxxxx has determined that no filings or approvals are required under any Antitrust Law. If, after the date hereof, either Parent or the Company believes that a filing or approval under any Antitrust Law is required, it will notify and reasonably consult in good faith with the other. Following such consultation, a filing may be made or an approval sought under any Antitrust Law if either (x) Parent and the Company jointly agree or (y) based upon the advice of legal counsel, Parent or the Company reasonably determines in good faith that such filing or approval is required under U.S. federal Antitrust Laws (or under any other Antitrust Law where the failure to make such filing or obtain such approval would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect). If any filing has been made in accordance with this Agreement with a Governmental Entity under any Antitrust Law, Parent and the Company shall coordinate with respect to antitrust strategy in connection with any review of the transactions contemplated by this Agreement by any Governmental Entity, or any litigation by, or negotiations with, any antitrust authority or other Person relating to the transactions under any Antitrust Law; provided, however, that Parent shall make the final determination as to the appropriate course of action in connection with any filing, communication, defense, litigation, negotiation, or strategy. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and, to the extent practicable, each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with advance notice of and the opportunity to participate in any meeting, telephone or video conference with any Governmental Entity in respect of any filing, investigation or other inquiry in connection therewith. (c) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (and, without Parent’s prior written consent, neither the Company nor any of its Subsidiaries shall) (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses of Parent or any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation or any of its Affiliates, (ii) agree or proffer to divest any Shares or limit in any manner whatsoever or agree not to exercise any rights of ownership of any securities (including the Shares), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or (iv) agree to obtain prior approval or other approval from a Governmental Entity, or submit a notification or otherwise notify the Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by this Agreement).

Regulatory Approvals; Consents. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use commercially reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper proper, or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals permits, approvals, or waivers from from, or participation in other discussions or negotiations with, third parties, including as required under any Material ContractContract identified on Section 7.3(a) of the Company Disclosure Letter, to the extent required to permit the parties to consummate the transactions contemplated hereby, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders waiting period expirations or terminations, orders, and authorizations from Governmental Entities, make all necessary notices, applications, petitions, registrations, declarations declarations, and filings filings, and make all commercially reasonable best efforts to obtain an approval or waiver from, or to avoid any Action byaction, suit, claim, arbitration, investigation, or other proceeding by or before, any Governmental Entity, including (1) under the HSR Act with respect to the FTC and the Antitrust Division, and (2) from the French Ministry of Economy under article L151-3 of the French Code Monétaire et Financier, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its the Company Subsidiaries shall commit to the payment of any fee, penalty penalty, or other consideration consideration, or make any other concession, waiver waiver, or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent (which shall not to be unreasonably withheld, conditioned conditioned, or delayed). As of, and based upon the facts and circumstances existing on, the date hereof, Pxxxxx has determined that no filings or approvals are required under any Antitrust Law. If, after the date hereof, either Parent or the Company believes that a filing or approval under any Antitrust Law is required, it will notify and reasonably consult in good faith with the other. Following such consultation, a filing may be made or an approval sought under any Antitrust Law if either (x) Parent and the Company jointly agree or (y) based upon the advice of legal counsel, Parent or the Company reasonably determines in good faith that such filing or approval is required under U.S. federal Antitrust Laws (or under any other Antitrust Law where the failure to make such filing or obtain such approval would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect). If any filing has been made in accordance with this Agreement with a Governmental Entity under any Antitrust Law, Parent and the Company shall coordinate with respect to antitrust strategy in connection with any review of the transactions contemplated by this Agreement by any Governmental Entity, or any litigation by, or negotiations with, any antitrust authority or other Person relating to the transactions under any Antitrust Law; provided, however, that Parent shall make the final determination as to the appropriate course of action in connection with any filing, communication, defense, litigation, negotiation, or strategy. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) . Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and, and to the extent practicable, practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing (other than any filings under the HSR Act) made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as reasonably practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with advance notice of and the opportunity to participate in any meeting, telephone or video conference meeting with any Governmental Entity in respect of any filing, investigation investigation, or other inquiry in connection therewith. Parent and the Company shall each, subject to the terms and conditions of this Agreement, use its commercially reasonable efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated hereby. Parent and the Company, with respect to any threatened or pending preliminary or permanent injunction or other order or Law that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, shall use commercially reasonable efforts to prevent the entry, enactment, or promulgation thereof, as the case may be. Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of any of the transactions contemplated hereby relating to any such consent or approval. (cb) Notwithstanding Parent, Merger Sub, and the Company agree to make (and to cause their respective ultimate parent entities, as defined under the HSR Act, to make) any necessary filings under (a) the HSR Act, and (b) with the French Ministry of Economy, as soon as practicable and no later than ten (10) Business Days after execution of this Agreement. Each of Parent and the Company shall furnish promptly to the FTC, the Antitrust Division, the French Ministry of Economy, and any other provision requesting Governmental Entity any additional information requested by either of this Agreement them pursuant to the contraryHSR Act or any other antitrust or related Law in connection with such filings, including all documents or information requested under 16 C.F.R. § 803.20 or other rules under the HSR Act, or under applicable French law with respect to the French Ministry of Economy. To the extent permitted by Law, each of Parent and the Company shall consult in advance and cooperate with one another, and consider in good faith the views of one another, in no event shall Parent connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act or any other antitrust Law, and with the French Ministry of its Affiliates be required to (and, without Parent’s prior written consent, neither Economy. Parent and the Company nor shall cooperate fully with each other in connection with the making of all such filings or responses. In addition, except as may be prohibited by any Governmental Entity or by any applicable Law, each party hereto will permit authorized Representatives of its Subsidiaries shall) (i) agree or proffer the other parties to divest or hold separate (in a trust or otherwise)attend any meeting, communication, or take conference with any Governmental Entity in connection with such proceedings under or relating to the HSR Act or any other action with respect toantitrust Law, any and before the French Ministry of Economy. Without limiting the generality of the assets foregoing, each party shall promptly provide to the other (or businesses the other’s respective advisors) upon request copies of Parent or all correspondence between such party and any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation or any of its Affiliates, (ii) agree or proffer Governmental Entity relating to divest any Shares or limit in any manner whatsoever or agree not to exercise any rights of ownership of any securities (including the Shares), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or (iv) agree to obtain prior approval or other approval from a Governmental Entity, or submit a notification or otherwise notify the Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by this Agreement. The parties may, as they deem advisable and necessary, designate any nonpublic information provided to the other under this Section 7.3(b) as restricted to “outside counsel only” and any such information shall not be shared with employees, officers or directors or their equivalents of the other party without approval of the party providing the nonpublic information; provided, however, that each of the Company and Parent may redact (A) any valuation and related information and (B) information whose disclosure is restricted by contractual arrangements before sharing any information provided to any Governmental Entity with another party on an “outside counsel only” basis. Parent shall pay directly to the applicable Governmental Entity the applicable filing fee required in connection with the filings and other materials required under the HSR Act, or in connection with any other antitrust notifications, and any fees due to the French Ministry of Economy. (c) Each of Parent, Merger Sub and the Company shall use its commercially reasonable efforts to avoid or eliminate each and every impediment under the HSR Act and any other antitrust Law so as to enable the Closing to occur as soon as possible (and in any event no later than the End Date), including (i) licensing, leasing, operating, conducting in a specified manner, holding separate or restricting or limiting any assets, businesses, product lines, operations or interests, or (ii) otherwise taking or committing to take actions that after the Closing would limit Parent or its Affiliates’ or Subsidiaries’ freedom of action with respect to, one or more of the assets, businesses, product lines, operations or interests of Parent, the Company and their respective Affiliates and Subsidiaries, in each case as may be required in order to avoid the filing of a lawsuit by any Governmental Entity with respect to the transactions contemplated by this Agreement seeking to enjoin or materially delay the Closing, or the entry of, or to effect the dissolution of any Order in any such suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing, or to obtain the approval of any Governmental Entity (any such action in the foregoing clauses (i) and (ii), a “Restriction”); provided, that any such Restriction is conditioned upon the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, Xxxxxx’s obligation under this Agreement shall not include agreeing to any Restriction that, and Parent shall not be required to accept (and the Company shall not accept without Parent’s written consent) any Restriction that (A) would reasonably be expected to, individually or in the aggregate, impact Parent, the Company, or their respective Subsidiaries or Affiliates in a manner or amount that is material relative to the value of Company and its Subsidiaries, taken as a whole (without giving effect to the Merger), (B) would require the sale, divesture, disposal or discontinuation of any assets, businesses, product lines, operations or interests other than the assets, businesses, product lines, operations or interests of the Company and the Company Subsidiaries located in France, or (C) with respect to Parent and its Affiliates and Subsidiaries (other than, following the Closing, the Company and the Company Subsidiaries), involves any assets, businesses, product lines, operations or interests other than the electric vehicle charging business of Parent and its Affiliates and Subsidiaries as conducted in the United States on the date of this Agreement. (d) The parties acknowledge that the FTC and the Antitrust Division (together the “U.S. Antitrust Agencies”) have recently begun the practice of sending a letter (a “Pre-consummation Warning Letter”) to Persons filing notifications under the HSR Act stating that, although the waiting period under the HSR Act for the proposed transaction will soon expire, the U.S. Antitrust Agency’s staff has not yet completed its non-public investigation of the proposed transaction and that if the parties close the proposed transaction before the U.S. Antitrust Agency completes its investigation, they do so at their own risk inasmuch as the U.S. Antitrust Agency may challenge the proposed transaction, even after the HSR Act waiting period has expired. For the avoidance of doubt, the Company and the Parent agree that the receipt by any of them or by their Affiliates of a Pre-consummation Warning Letter or other verbal or written communications from the staff of the U.S. Antitrust Agencies to the same effect shall not constitute grounds for the assertion that a condition to closing under Annex I has not been satisfied.

Regulatory Approvals; Consents. (a) Upon Each party shall use reasonable efforts to file, as soon as practicable after the terms 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, the other Contemplated Transactions and the Voting Agreements, 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, promptly after the date of this Agreement, prepare and file the notification and report forms required to be filed under the HSR Act and any notification or other document required to be filed under any applicable foreign antitrust or competition-related Legal Requirement in connection with the Merger, the other Contemplated Transactions and the Voting Agreements. The Company and Parent shall respond promptly to: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust or competition authority or other Governmental Body in connection with antitrust or related matters. At the request of Parent, the Company shall divest, sell, dispose of, hold separate or 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) Subject to the confidentiality provisions of the Confidentiality Agreement, Parent and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its obligations set forth in) Section 5.2(a). Except where prohibited by applicable Legal Requirements or any Governmental Body, and subject to the conditions set forth in this confidentiality provisions of the Confidentiality Agreement, each of Parent and the parties agrees Company shall: (i) consult with the other prior to taking a position with respect to 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 hereto in connection with any Legal Proceeding related solely to this Agreement or the transactions contemplated hereby (including any such Legal Proceeding relating to any antitrust, competition or fair trade Legal Requirement); (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, 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. (c) Each of Parent and the Company shall notify the other promptly upon the receipt of: (i) any 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 or before any Governmental Body with respect to the Contemplated Transactions (and shall keep the other party 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 5.2(a), Parent or the Company, 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. (d) Subject to Section 5.2(e), Parent and the Company shall use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable necessary to consummate the Merger and make effectiveeffective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.2(e), 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 the most expeditious manner practicable, the Offer, connection with the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including as required under any Material Contract, Contemplated Transactions; (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all shall use reasonable best efforts to obtain an approval each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or waiver fromContract, or to avoid otherwise) by such party in connection with the Merger or any Action by, any Governmental Entity, of the other Contemplated Transactions; and (iii) execute and deliver shall use reasonable best efforts to lift any additional instruments necessary restraint, injunction or other legal bar to consummate the transactions contemplated hereby and fully Merger. (e) Notwithstanding anything to carry out the purposes of contrary contained in Section 5.2 or elsewhere in this Agreement; provided, however, that neither the Company Parent nor Acquisition Sub shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). As of, and based upon the facts and circumstances existing on, the date hereof, Pxxxxx has determined that no filings or approvals are required under any Antitrust Law. If, after the date hereof, either Parent or the Company believes that a filing or approval under any Antitrust Law is required, it will notify and reasonably consult in good faith with the other. Following such consultation, a filing may be made or an approval sought under any Antitrust Law if either (x) Parent and the Company jointly agree or (y) based upon the advice of legal counsel, Parent or the Company reasonably determines in good faith that such filing or approval is required under U.S. federal Antitrust Laws (or under any other Antitrust Law where the failure to make such filing or obtain such approval would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect). If any filing has been made in accordance with this Agreement with a Governmental Entity under any Antitrust Law, Parent and the Company shall coordinate with respect to antitrust strategy in connection with any review of the transactions contemplated by this Agreement by any Governmental Entity, or any litigation by, or negotiations with, any antitrust authority or other Person relating to the transactions under any Antitrust Law; provided, however, that Parent shall make the final determination as to the appropriate course of action in connection with any filing, communication, defense, litigation, negotiation, or strategy. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. (b) Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and, to the extent practicable, each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect the Acquired Corporations to such transactions, and, divest or agree to the extent practicable under the circumstances, shall provide the other party and its counsel with advance notice of and the opportunity to participate in any meeting, telephone or video conference with any Governmental Entity in respect of any filing, investigation or other inquiry in connection therewith. (cdivest) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required respective businesses, product lines or assets, or to take or agree to take (and, without Parent’s prior written consent, neither the Company nor or cause any of its Subsidiaries shallor any of the Acquired Corporations to take or agree to take) (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect toto any of its respective business, product lines or assets of Parent, its Subsidiaries and any of the assets Acquired Corporations or businesses agree (or cause any of Parent its Subsidiaries or any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation Acquired Corporations to agree) to any limitation or restriction on any of its Affiliatesrespective businesses, (ii) agree product lines or proffer to divest any Shares or limit in any manner whatsoever or agree not to exercise any rights of ownership of any securities (including the Shares), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or (iv) agree to obtain prior approval or other approval from a Governmental Entity, or submit a notification or otherwise notify the Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by this Agreement)assets.

Regulatory Approvals; Consents. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under Applicable Law (including under any Antitrust Law and under any applicable Gaming Law) to consummate the transactions contemplated by this Agreement at the earliest practicable date, including: (i) causing the preparation and make effectivefiling of all forms, in the most expeditious manner practicable, the Offer, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite expiration or termination of any applicable waiting period under the HSR Act, (ii) taking the steps necessary or desirable to obtain all consents, approvals (including Gaming Approvals) or actions of, make all filings with and give all notices to any Governmental Authority or any other Person required in order to permit consummation of the transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, and (iii) execute defending all lawsuits and deliver other proceedings by or before any additional instruments necessary Governmental Authority challenging this Agreement or the consummation of the Merger, (iv) resolving any objection asserted with respect to consummate the transactions contemplated hereby and fully to carry out the purposes of under this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). As of, and based upon the facts and circumstances existing on, the date hereof, Pxxxxx has determined that no filings or approvals are required under any Antitrust Law. If, after the date hereof, either Parent or the Company believes that a filing or approval Agreement under any Antitrust Law is requiredraised by any Governmental Authority, it will notify and reasonably consult in good faith with (v) preventing the other. Following such consultationentry of any court order, a filing may be made and vacating, lifting, reversing or an approval sought under overturning any Antitrust Law if either (x) Parent and injunction, decree, ruling, order or other action of any Governmental Authority that would prevent, prohibit, restrict or delay the Company jointly agree or (y) based upon the advice of legal counsel, Parent or the Company reasonably determines in good faith that such filing or approval is required under U.S. federal Antitrust Laws (or under any other Antitrust Law where the failure to make such filing or obtain such approval would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect). If any filing has been made in accordance with this Agreement with a Governmental Entity under any Antitrust Law, Parent and the Company shall coordinate with respect to antitrust strategy in connection with any review consummation of the transactions contemplated by this Agreement by any Governmental Entity, or any litigation by, or negotiations with, any antitrust authority or other Person relating to the transactions under any Antitrust Law; provided, however, that Parent shall make the final determination as to the appropriate course of action in connection with any filing, communication, defense, litigation, negotiation, or strategy. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoingAgreement. (b) Subject In furtherance and not in limitation of the provisions of Section 5.6(a), each of the Parties, as applicable, agrees to applicable Law relating prepare and file as promptly as practicable, and in any event by no later than 20 Business Days from the date of this Agreement, an appropriate Notification and Report Form pursuant to the exchange HSR Act, if required. (c) In furtherance and not in limitation of informationthe provisions of Section 5.6(a), Parent and the Company shall each have the right agree to, and agree to review in advancecause their Affiliates and their respective directors, andofficers, partners, managers, members, principals and shareholders to, prepare and submit to the extent Gaming Authorities all applications and supporting documents necessary to obtain all required Gaming Approvals as promptly as practicable, each and in any event no later than 45 days from the date of this Agreement, other than with respect to the New Parent Directors, for whom such applications and supporting documents shall be submitted no later than 90 days from the date of this Agreement. (d) If a Party receives a request for information or documentary material from any Governmental Authority with respect to this Agreement or any of the transactions contemplated hereby, including a Request for Additional Information or Documentary Material under the HSR Act or requests for supporting, supplemental, or additional documentation from any Gaming Authorities, then such Party shall in good faith make, or cause to be made, as soon as reasonably practicable a response which is, at a minimum, in substantial compliance with such request. To the extent any such request is substantive in nature, as reasonably determined by the Party to whom the request was made, such Party shall consult with the other in connection with, all of Party prior to providing the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent response. (e) The Parties shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party this Agreement and its counsel with advance notice of and the opportunity to participate in any meeting, telephone or video conference with any Governmental Entity in respect of any filing, investigation or other inquiry work cooperatively in connection therewith.with obtaining the approvals of or clearances from each applicable Governmental Authority, including: (c) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (and, without Parent’s prior written consent, neither the Company nor any of its Subsidiaries shall) (i) agree cooperating with each other in connection with filings required to be made by any Party under any Antitrust Law or proffer applicable Gaming Law and liaising with each other in relation to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any each step of the assets or businesses procedure before the relevant Governmental Authorities and as to the contents of Parent or any of its Affiliates or, assuming the consummation of the Merger, the Surviving Corporation or any of its Affiliates, all communications with such Governmental Authorities; (ii) agree or proffer furnishing to divest the other Party all information within its possession that is required for any Shares or limit in any manner whatsoever or agree not to exercise any rights of ownership of any securities (including the Shares), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or (iv) agree to obtain prior approval application or other approval from a Governmental Entity, or submit a notification or otherwise notify filing to be made by the Governmental Entity, prior other Party pursuant to consummating any future transaction (other than applicable Law in connection with the transactions contemplated by this Agreement); (iii) promptly notifying each other of any communications (and, unless precluded by Applicable Law, providing copies of any such communications that are in writing) from or with any Governmental Authority with respect to the transactions contemplated by this Agreement and allowing, to the extent permitted by Applicable Law or Governmental Authority and to the extent reasonably practicable under the circumstances, each of the Parties to attend any meetings with or other appearances before any Governmental Authority with respect to the transactions contemplated by this Agreement, unless a Party has a reasonable basis to object to the presence of the other Party at any such meetings or appearances; (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to any Antitrust Laws or in connection with public hearings under applicable Gaming Laws; and (v) without prejudice to any rights of the Parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any Governmental Authority challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (f) In addition, Parent and the Company shall take, or cause to be taken, all other action and do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws and/or applicable Gaming Laws to consummate the transactions contemplated by this Agreement as promptly as practicable, including using its reasonable best efforts to obtain as promptly as practicable the expiration or termination of all waiting periods and obtain all Permits and all other approvals and any other consents required to be obtained in order for the Parties to consummate the transactions contemplated by this Agreement. (g) No actions taken pursuant to this Section 5.6 shall be considered for purposes of determining whether a Material Adverse Effect has occurred. (h) Notwithstanding the foregoing, commercially, competitively and/or personally sensitive information and materials of a Party will be provided to the other Party on an outside counsel-only basis, provided that the Parties shall cooperate to enable appropriate communications to be made available to the other Party with respect to such commercially or competitively sensitive information redacted if necessary.

Regulatory Approvals; Consents. (a) Upon Purchaser, on the terms one hand, and subject Seller and the Company, on the other hand, shall (i) take, and cause their respective Affiliates to take, all actions necessary to file or cause to be filed the filings required of it or them or any of their respective Affiliates under (A) the HSR Act, as promptly as practicable but in no event later than the tenth (10th) Business Day following the date hereof, which filing shall include a request for early termination of the applicable waiting period under the HSR Act; (B) a notification under subsection 114(1) of the Competition Act, as promptly as practicable but in no event later than the tenth (10th) Business Day following the date hereof (and Purchaser shall, no later than the date on which its files its notification, submit a request to the conditions set forth in this Agreement, each Commissioner of Competition for an advance ruling certificate under subsection 102(1) of the parties agrees to Competition Act); and (C) any other Antitrust Laws that require filings in connection with the transactions contemplated hereby, as promptly as practicable; (ii) use reasonable best efforts to take, or cause to be taken, take all actions that are necessary, proper or advisable necessary to consummate and make effective, in obtain the most expeditious manner required consents from Governmental Entities (including any Other Regulatory Approvals not otherwise covered by the foregoing clause (i)) as promptly as practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from third parties, including as required under in any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, however, that neither the Company nor any of its Subsidiaries shall commit event prior to the payment of any feeEnd Date; provided that, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent Purchaser, none of the Company or any Company Subsidiaries shall be permitted to make or agree to make any material payment or accept any material conditions or obligations, including amendments to existing conditions and obligations, in connection therewith; and (not to be unreasonably withheld, conditioned iii) at the earliest practicable date comply with (or delayed)properly reduce the scope of and thereafter comply with) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Governmental Entity. As ofPurchaser shall consult and cooperate with the Company, and based upon the facts and circumstances existing on, the date hereof, Pxxxxx has determined that no filings or approvals are required under any Antitrust Law. If, after the date hereof, either Parent or the Company believes that a filing or approval under any Antitrust Law is required, it will notify and reasonably consult consider in good faith the views of the Company, in connection with the other. Following such consultationany analyses, a filing may be appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or an approval sought submitted by or on behalf of Purchaser in connection with proceedings under or relating to any applicable Antitrust Law if either (x) Parent Laws. The Company shall consult and the Company jointly agree or (y) based upon the advice of legal counselcooperate with Purchaser, Parent or the Company reasonably determines and consider in good faith that such filing the views of Purchaser, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or approval is required submitted by or on behalf of the Company in connection with proceedings under U.S. federal or relating to any applicable Antitrust Laws (Laws. Notwithstanding anything in this Agreement to the contrary, and subject to Purchaser’s obligations under this Section 6.6(a) and Section 6.6(d), Purchaser shall have the right to devise, implement and lead the strategy and timing for obtaining clearances or approvals under the HSR Act and any other Antitrust Law where the failure to make such filing or obtain such approval would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect). If any filing has been made in accordance with this Agreement with a Governmental Entity under any Antitrust Law, Parent and the Company shall coordinate with respect to antitrust strategy in connection with any review of the transactions contemplated by this Agreement by any Governmental Entity, or any litigation by, or negotiations with, any antitrust authority or other Person relating to the transactions under any Antitrust Law; provided, however, that Parent shall make the final determination as to the appropriate course of action in connection with any filing, communication, defense, litigation, negotiation, or strategy. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoingAgreement. (b) Subject to applicable Law relating to the exchange Each of information, Parent Purchaser and the Company shall each have the right to review in advance, and, to the extent practicable, each shall consult with (i) promptly notify the other in connection with, all parties hereto of the information relating any written communication made to Parent or received by either Purchaser and/or the Company, as the case may be, and from any of their respective Subsidiaries, that appears in Antitrust Authority regarding any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Offer, the Merger and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing and, subject to applicable Law, if practicable, permit the other with copies of notices or other parties hereto to review in advance any proposed written communications received by the Company or Parent, as the case may be, or communication to any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide Antitrust Authority and incorporate the other party and its counsel with advance notice of and the opportunity parties’ reasonable comments, (ii) not agree to participate in any meeting, telephone or video conference with any Governmental Entity in respect of any filing, investigation or other inquiry in connection therewith.substantive 84 (c) Notwithstanding Purchaser shall be responsible for the payment of all filing fees under the HSR Act and any filing fees payable under any other provision Antitrust Laws. Each party hereto shall be responsible for the payment of its and any of its Affiliates’ fees and expenses, including reasonable legal fees and expenses, in complying with any request for additional information or documentary material from any Governmental Entity. (d) Purchaser shall not, and shall cause its Subsidiaries not to, except as permitted by or provided for in this Agreement Agreement, without the prior written consent of Seller, knowingly take or cause to be taken any action that would reasonably be expected to (i) delay past the End Date the obtaining of, or increase the risk of not obtaining, any consents of any Antitrust Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Antitrust Authority entering an Order prohibiting the consummation of the transactions contemplated hereby, (iii) increase the risk of not being able to remove any such Order on appeal or otherwise, or (iv) delay past the End Date or prevent the consummation of the transactions contemplated hereby. (e) Notwithstanding anything else herein to the contrary, in no event Purchaser shall Parent use reasonable best efforts to avoid or eliminate each and every impediment under any of its Affiliates be required applicable Antitrust Law so as to (and, without Parent’s prior written consent, neither the Company nor any of its Subsidiaries shall) (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses of Parent or any of its Affiliates or, assuming enable the consummation of the Mergertransactions contemplated hereby to occur no later than the End Date, including using reasonable best efforts to take all actions requested by any Antitrust Authority, or necessary to resolve any objections that may be asserted by any Antitrust Authority with respect to the Surviving Corporation transactions contemplated by this Agreement under any applicable Antitrust Law. Without limiting the generality of the foregoing: (i) Purchaser and its Subsidiaries shall not, without the prior written consent of the Company, agree to extend any waiting period relating to any filing or approval under Section 6.6(a)(i) or enter into any agreement or understanding with respect thereto with any Antitrust Authority; (ii) Purchaser and its Subsidiaries shall comply with all restrictions and conditions, if any, imposed, required or requested by any Antitrust Authority with respect to applicable Antitrust Law in connection with granting any necessary clearance or terminating any applicable waiting period, including (1) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of the Company or the Company Subsidiaries contemporaneously with or after the Closing and regardless as to 85 (f) In furtherance of the foregoing, Purchaser shall negotiate in good faith with all Antitrust Authorities and any applicable third parties in connection with any matter referred to in Section 6.6(e). Notwithstanding the foregoing, nothing in this Section 6.6 shall require Purchaser or its Affiliates to share with the Company any information that (i) does not relate to the Company or the Company Subsidiaries, (ii) reveals Purchaser’s (or its Affiliates’) valuation or negotiating strategy with respect to the transactions contemplated hereby or (iii) is otherwise confidential or proprietary information of Purchaser or any of its Affiliates, (ii) agree or proffer to divest any Shares or limit in any manner whatsoever or agree not to exercise any rights of ownership of any securities (including the Shares), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates or (iv) agree to obtain prior approval or other approval from a Governmental Entity, or submit a notification or otherwise notify the Governmental Entity, prior to consummating any future transaction (other than the transactions contemplated by this Agreement).