Common use of Regulatory Approvals; Other Filings Clause in Contracts

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, shall (and shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; provided, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror and its counsel, and Xxxxxxxx agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, the Company, on the one hand, and Acquiror Parties, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company Group Companies, the Shareholders and the Acquiror Parties SPAC shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Group Companies, the Shareholders and the Acquiror Parties SPAC shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Group Companies, the Shareholders and Acquiror SPAC shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on Group Companies and the one hand, and Acquiror Parties, on the other, Shareholders shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the CompanyGroup Companies and the Shareholders, copies of any notices or written communications received by such party Party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each party Party shall permit counsel to the other parties an opportunity to review in advance, and each party Party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates Party to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties Parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees Group Companies and the Shareholders agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company Group Companies, the Shareholders and its their counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person Person or by telephone, between such party and/or any of its AffiliatesParty, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. (c) Subject to Section 13.6, the Company, on the one hand, and Acquiror Parties, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, PubCo, Acquiror, Merger Sub 1 and the Acquiror Parties Merger Sub 2 shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers waivers, and to provide any necessary or advisable regulatory notifications in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, PubCo, Acquiror, Merger Sub 1 and the Acquiror Parties Merger Sub 2 shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, PubCo, Merger Sub 1, Merger Sub 2 and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization and to provide any necessary or advisable regulatory notifications under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one handPubCo, and Acquiror PartiesMerger Sub 1, on the other, Merger Sub 2 shall (and the Company shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; provided, provided that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror and its counsel, and Xxxxxxxx agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, their respective agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.612.6, the Company, on the one hand, and Acquiror PartiesAcquiror, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC and the Acquisition Entities shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of SPAC or any of the parties Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesCompany; provided, further, that neither the Company nor any Acquisition Entity shall enter into any agreement with any Governmental Authority with respect to the Transactions which (i) as a result of its terms delays in any material respect the consummation of, or prohibits, the Transactions or (ii) adds any condition to the consummation of the Transactions, in any such case, without the prior written consent of SPAC. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx agrees SPAC and the Acquisition Entities agree to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority (other than a Specified Governmental Authority), on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, SPAC and the Acquisition Entities agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. Notwithstanding anything to the contrary contained in this Agreement, including in this Section 8.1, the Company shall not be required to grant SPAC or the Acquisition Entities the opportunity to participate in any meetings, discussions or other communications, or to review submissions or receive from the Company any copies of notices or other communications, with the Monetary Authority of Singapore (“MAS”) or any other Governmental Authority set forth on Schedule 8.1(b) (each of MAS and such other Governmental Authority, a “Specified Governmental Authority” ) and the Company shall provide SPAC upon request from time to time with a general summary of the progress of obtaining the respective approval from such Governmental Authorities referred on Section 3.5 of the Company Disclosure Letter. (c) Subject to Section 13.611.6, the Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing Governmental Authorities and other related fees the Exchange Agent in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by an Acquisition Entity.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Termination Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 8.2(a), the first sentence of Section 8.2(b) or Section 8.4 shall require any Affiliate of SPAC to take or forbear from any action, and for the avoidance of doubt, it is acknowledged and agreed by the parties hereto that the obligations in this Section 8.2 and Section 8.4 shall not apply to Sponsor or any of its Affiliates (other than SPAC). (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (i) promptly (and, in the case of the initial filing required under the HSR Act, within 20 Business Days after the date hereof) submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the extent required, shall cause its controlled Affiliates to) Regulatory Approvals; (iii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; Transactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on Company and the one hand, and Acquiror Parties, on the other, Acquisition Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; Transactions; provided, however, that none of the parties Company, SPAC or any of the Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees and the Acquisition Entities agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, SPAC and the Acquisition Entities agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by an Acquisition Entity.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, PubCo, Acquiror and the Acquiror Parties Amalgamation Sub shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, PubCo, Acquiror and the Acquiror Parties Amalgamation Sub shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; provided, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror and its counsel, and Xxxxxxxx Acquiror agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, the Company, on the one hand, and Acquiror PartiesAcquiror, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions Transactions, under the Laws set forth and described on Section 8.1(a) of their respective Disclosure Letters (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 8.1(a), the first sentence of Section 8.1(b) or Section 8.3 shall require or obligate SPAC, any Caravelle Companies, or any of their respective Affiliates to agree or otherwise be required to, take or forbear from any commercially impracticable action or accept any condition or restriction in order to obtain any Regulatory Approvals. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (i) to the extent required by applicable Laws, promptly (and, in the case of the initial filing required under the HSR Act, within twenty (20) Business Days after the date hereof) submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the extent required, shall cause its controlled Affiliates to) Regulatory Approvals; (iii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on Company and the one hand, and Acquiror Parties, on the other, Acquisition Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties Company, SPAC or any of the Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees and the Acquisition Entities agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, SPAC and the Acquisition Entities agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by an Acquisition Entity.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror Parties shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties shall extend any waiting period or comparable period or however, no Party may enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other partiesParties. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Parties agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client work product or other applicable privilege. The Company and SPAC shall jointly devise and implement the strategy for obtaining any necessary clearance or approval, for responding to any request, inquiry, or investigation, for electing whether to defend, and, if so, defending any lawsuit challenging the Transactions, and for all meetings and communications with any Governmental Authority concerning the Transactions. (c) Subject to Section 13.610.6, the Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half fifty percent (50%) of the cost for the preparationfees, filing costs and other related fees expenses incurred in connection with any filing, submission or application for the Regulatory ApprovalsGovernmental Order applicable to the Transactions.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions non-actions or waivers in connection with the Transactions (collectively, the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on Company and the one hand, and Acquiror Parties, on the other, Acquisition Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party Party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each party such Party shall permit counsel to the other parties Parties an opportunity to review in advance, and each party such Party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or Party or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties Company, SPAC or any of the Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesParties. To the extent not prohibited by Law, the Company agrees and the Acquisition Entities agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or parties or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, Transactions. Each of the Company, on SPAC and the one handAcquisition Entities agrees to make all filings, to provide all information reasonably required of such Party and Acquiror Parties, on the to reasonably cooperate with each other, shall in each be responsible for and pay one-half of the cost for the preparationcase, filing and other related fees in connection with the Regulatory Approvals; provided, further, that such Party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such Party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such Party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such Party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Without limiting Section 8.1(a) and Section 8.1(b), PubCo and the Company shall, within twenty (20) Business Days following the date hereof, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herein, all notifications and information required to be filed or supplied pursuant to the HSR Act. (d) Subject to Section 11.6, each Party shall be responsible for and pay the filing fees that are, pursuant to applicable Laws, payable by such Party to the Governmental Authorities in connection with the Transactions.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties shall use its respective commercially reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable best efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon promptly as reasonably practicable and any and all action actions necessary to consummate the Transactions as contemplated hereby; provided, that notwithstanding anything in this Agreement to the contrary, nothing in this Section 8.1(a) or any other provision of this Agreement shall require or obligate Parent or any other Person to take any actions with respect to Parent’s Affiliates (other than Amalgamation Sub), Sponsor or their respective Affiliates (other than Amalgamation Sub). Without limiting the generality of the foregoing, each of the Parties will as promptly as reasonably practicable after execution of this Agreement (but in no event later than ten Business Days after the date of this Agreement, which such ten Business Day period shall not apply to the filing of the Amalgamation Documents with ACRA) make all filings or submissions as may be required to obtain the Regulatory Approvals including supplying any information or documentation that may be requested by Governmental Authorities in connection therewith. Each of the Company and the Acquiror Parties shall use its respective commercially reasonable best efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror Parties shall (and, to the extent required, shall cause its controlled Affiliates to) ): (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by applicable Law, each of the Company, on the one hand, and Acquiror Parties, on the other, Parties shall (and shall cause its Subsidiaries controlled Affiliates to) promptly furnish to Acquiror, and Acquiror shall promptly furnish to the Companyother Parties, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties Parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority without the written consent of the other partiesParties. To the extent not prohibited by applicable Law, each of the Company agrees to provide Acquiror and its counsel, and Xxxxxxxx Parties agrees to provide the Company other Parties and its their counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. (c) No Party shall take, and AARK shall not permit any other Group Company to take, any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any of the aforementioned filings. The Parties further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other Governmental Order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the Transactions, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be. (d) Subject to Section 13.612.6, AARK or the Company, on the one hand, and Acquiror PartiesParent, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror Parties shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties shall extend any waiting period or comparable period or however, no Party may enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other partiesParties. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby.Transactions. Each of the Parties agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client work product or other applicable privilege. The Company and SPAC shall jointly devise and implement the strategy for obtaining any necessary clearance or approval, for responding to any request, inquiry, or investigation, for electing whether to defend, and, if so, defending any lawsuit challenging the Transactions, and for all meetings and communications with any Governmental Authority concerning the Transactions. 71 (c) Subject to Section 13.610.6, the Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing Governmental Authorities and other related fees the Exchange Agent in connection with the Regulatory ApprovalsTransactions.

Regulatory Approvals; Other Filings. (a) Each of the Company Parties and the Acquiror Parties SPAC shall use its respective commercially their reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions non-actions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Parties and the Acquiror Parties SPAC shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Parties and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) SPAC shall: (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization Approval under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith with each other in the defense and conduct of such matters. To the extent not prohibited by Law, each Party hereto shall keep the Company, on other Party reasonable informed regarding the one handstatus and any material developments regarding any Governmental Approval processes, and Acquiror Parties, on the other, Company Parties shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party Party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties Parties an opportunity to review in advance, and each party such Party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties Parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other partiesParties. To the extent not prohibited by Law, the Company agrees Parties agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party Party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Any such provisions of information, rights to participate or consultations between the parties may be made on a counsel-only or outside counsel-only basis to the extent required under applicable Law or as appropriate to protect sensitive business information or maintain attorney-client or other privilege; provided, that SPAC may redact materials to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or SPAC’s consideration of the Transactions or other competitively sensitive material. (c) Subject The Company Parties shall cooperate in good faith with any Governmental Authority and undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, non-actions or waivers in connection with the FST Restructuring as soon as practicable and any and all action necessary to consummate the FST Restructuring. Without limiting the generality of this Section 13.67.10(c): (i) the Company Parties shall, as promptly as possible but in any event no later than ten (10) Business Days after the Company’s de-registration of trading from the Taiwan Stock Market, file or submit all necessary submissions, notifications, filings and applications in connection with the Phase I DIR Approval and shall each use their respective best efforts to obtain the Phase I DIR Approval as promptly and as legally feasible and reasonably practicable, and take all such actions as are necessary to maintain the effectiveness of such approval until the Transactions and the FST Restructuring have been consummated. The Company Parties shall (i) not do anything to revoke, modify in any material respect, or terminate the Phase I DIR Approval, (ii) avoid or eliminate each and every impediment under any Law that cause the Phase I DIR Approval to lose effect, and (iii) keep SPAC and its Representatives informed of all developments in respect of the Phase I DIR Approval; and (ii) the Company Parties shall, as promptly as possible but in any event no later than thirty (30) Business Days after the termination of the Company’s Taiwan Public Company status, file or submit all necessary submissions, notifications, filings and applications in connection with the Phase II DIR Approval and shall each use their respective best efforts to obtain the Phase II DIR Approval required to consummate the Transactions and the FST Restructuring, as promptly and as legally feasible and reasonably practicable. The Company Parties shall (i) not do anything to revoke, modify in any material respect, or terminate the Phase II DIR Approval, (ii) avoid or eliminate each and every impediment under any Law that cause the Phase II DIR Approval to lose effect, and (iii) keep SPAC and its Representatives informed of all developments in respect of the Phase II DIR Approval. (d) The Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half (1/2) of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions at the time of any such filing, provided that the Company shall bear all costs and fees relating to the Taiwan DIR Approval and any other regulatory approvals, consents, Actions, non-actions or waivers in connection with the FST Restructuring.

Regulatory Approvals; Other Filings. (a) Each of the Company Parties and the Acquiror Parties SPAC shall use its respective commercially their reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions non-actions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Parties and the Acquiror Parties SPAC shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Parties and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) SPAC shall: (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization Approval under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith with each other in the defense and conduct of such matters. To the extent not prohibited by Law, each party hereto shall keep the Company, on other party reasonable informed regarding the one handstatus and any material developments regarding any Governmental Approval processes, and Acquiror Parties, on the other, Company Parties shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other parties. To the extent not prohibited by Law, the Company agrees Parties agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Any such provisions of information, rights to participate or consultations between the parties may be made on a counsel-only or outside counsel-only basis to the extent required under applicable Law or as appropriate to protect sensitive business information or maintain attorney-client or other privilege; provided, that SPAC may redact materials to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or SPAC’s consideration of the Transactions or other competitively sensitive material. (c) Subject The Company Parties shall cooperate in good faith with any Governmental Authority and undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, non-actions or waivers in connection with the TCO Restructuring as soon as practicable and any and all action necessary to consummate the TCO Restructuring. Without limiting the generality of this Section 13.67.10(c): (i) The Company Parties shall each use their respective best efforts to obtain the Phase I IC Approval within thirty (30) Business Days after the date of this Agreement and will take all such actions as are necessary to maintain the effectiveness of such approval until the Transactions and the TCO Restructuring have been consummated. The Company Parties shall (i) not do anything to revoke, modify in any material respect, or terminate the Phase I IC Approval, (ii) avoid or eliminate each and every impediment under any Law that cause the Phase I IC Approval to lose effect, and (iii) keep SPAC and its Representatives informed of all developments in respect of the Taiwan IC Approval; and (ii) the Company Parties shall, as promptly as reasonably practicable, file or submit all necessary submissions, notifications, filings and applications in connection with the Phase II IC Approval and shall each use their respective best efforts to obtain the Phase II IC Approval required to consummate the Transactions and the TCO Restructuring, as promptly as reasonably practicable and in any event within thirty (30) Business Days after the Company has received the Company Shareholder Approval. (d) The Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half (1/2) of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions at the time of any such filing, provided that the Company shall bear all costs and fees relating to the Taiwan IC Approval and any other regulatory approvals, consents, Actions, non-actions or waivers in connection with the TCO Restructuring.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties SPAC shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required actions necessary, proper or advisable to obtain any necessary regulatory required approvals, consents, Actionsregistrations, nonactions variances, waivers, licenses, permits, certifications, registrations or waivers other authorizations from, or to make any required filings or declarations with or notifications to, any Governmental Authority in connection with order to complete lawfully the Transactions prior to the Agreement End Date, including the Interim Order and the Final Order and under the Laws set forth in Section 8.01(a) of the Company Disclosure Schedules (collectively, the “Regulatory Approvals”) ), as soon as reasonably practicable and any and all action necessary to consummate following the Transactions as contemplated herebyexecution of this Agreement. Each of the Company and the Acquiror Parties SPAC shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this AgreementTransactions. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental AuthoritiesAuthorities relating to the Transactions, each of the Company and Acquiror SPAC shall (andi) promptly submit all notifications, reports and other filings required to be submitted to a Governmental Authority in order to obtain the extent requiredRegulatory Approvals, shall cause its controlled Affiliates to) (iii) diligently and expeditiously defend and use its commercially reasonable best efforts to obtain the Regulatory Approvals and any other necessary clearanceapprovals, approvalconsents, consentregistrations, variances, waivers, licenses, permits, certifications, registrations or Governmental Authorization other authorizations under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; Transactions and (iiiii) reasonably cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by applicable Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any notices or written communications received by such party Party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions (or, in the case of oral communications, advise the outside counsel for the other Party orally), and each party such Party shall permit counsel to the other parties an Party and its legal counsel a reasonable opportunity to review in advance, and each party such Party shall consider in good faith the views comments of such other Party and its legal counsel in connection with, any proposed written communications by such party and/or Party or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of neither the parties Company nor SPAC shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated by this Agreement without the prior written consent of the other partiesParty (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its legal counsel, and Xxxxxxxx SPAC agrees to provide the Company and its legal counsel, the opportunity, on reasonable advance written notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or Party or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject Transactions, and, in the event the other Party or its legal counsel is prohibited from participating in or attending any such meetings or discussions, such Party shall keep such other Party promptly and reasonably apprised with respect thereto. Each of the Company and SPAC agrees to Section 13.6make all filings, the Company, on the one hand, to provide all information reasonably required of such Party and Acquiror Parties, on the to reasonably cooperate with each other, shall in each be responsible for and pay one-half of the cost for the preparationcase, filing and other related fees in connection with the Regulatory Approvals; provided, further, that such Party shall not be required to provide information to the extent that (A) any applicable Law or Contract requires it or its Affiliates to restrict or prohibit access to such information, (B) in the reasonable judgment of such Party, such information is commercially sensitive and disclosure of such information would have a material and adverse impact on the business, results of operations or financial condition of such Party, or (C) disclosure of such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties SPAC shall, and shall cause its Affiliates to, use its respective commercially reasonable efforts to cooperate in good faith with the other party and with any Governmental Authority in connection with the Transactions and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, clearances, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions under the Laws set forth and described on Section 8.1(a) of the Company Disclosure Schedules (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all action necessary to consummate the Transactions as contemplated herebyTransactions. Each of the Company and the Acquiror Parties SPAC shall, and shall cause its Affiliates to, use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable take such action as may be required to obtain each required Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall (andSPAC shall, to the extent required, and shall cause its controlled Affiliates to) , (i) promptly submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the Regulatory Approvals; (ii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties party an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; providedTransactions. Neither the Company nor SPAC shall, that none of the parties nor shall extend any waiting period or comparable period or they permit their Affiliates to, enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesparty. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company and SPAC agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the other party to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 8.1 or otherwise in this Agreement shall require any Group Company, SPAC or any of their Affiliates to offer, propose, negotiate, agree to, consent to or effect (A) the sale, divestiture, transfer, license or other disposal of, or hold separate with respect to, any entities, assets, businesses or interests, (B) the creation, termination, amendment or assignment of commercial relationships, agreements, licenses or contractual rights or obligations, (C) conduct of business restrictions, including restrictions on any party’s or its Affiliates’ ability to manage, operate or own any entities, assets, businesses or interests, (D) any other change or restructuring of any entities, assets, businesses or interests, or of any party or its Affiliates or (E) any other remedy, condition, undertaking or commitment of any kind. Neither the Company nor SPAC shall, nor shall they permit their Affiliates to, take any of the actions described in the foregoing sentence without the other party’s prior written consent. None of the Group Companies, SPAC or any of their Affiliates shall be required to contest, resist, defend against or appeal any Action, whether judicial or administrative, challenging or seeking to prevent, prohibit, delay or declare unlawful this Agreement or any of the Transactions. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesSPAC, on the otherother hand, shall each be responsible for and pay one-half of the cost for the preparation, any and all filing and other related fees payable to Governmental Authorities in connection with the Regulatory ApprovalsTransactions, including but not limited to: (i) any filing fees payable to the SEC relating to the filing of the Proxy/Registration Statement and (ii) any filing fees payable pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, required to be made in connection with the Transaction, as applicable. (d) Notwithstanding anything in this Section 8.1, matters relating to the Competition Act (Canada) and the Investment Canada Act shall be subject to the additional requirements set out in Section 8.1 of the Company Disclosure Schedules, and to the extent of any conflict between this Section 8.1 and Section 8.1 of the Company Disclosure Schedules in relation to such matters, Section 8.1 of the Company Disclosure Schedules shall take precedence.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties SPAC shall use its respective commercially their reasonable best efforts to cooperate in good faith with any Antitrust Authority or Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions non-actions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties SPAC shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. Without limiting the generality of the foregoing, each of the parties hereto shall reasonably promptly after the date hereof make a filing under the HSR Act, and thereafter timely make any other applications and filings as may be required in connection therewith. (b) With respect to (x) each of the above filingsRegulatory Approvals, (y) the Governmental Approvals listed on Section 4.5 of the Company Disclosure Letter and Section 5.7 of the SPAC Disclosure Letter and (z) any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) SPAC shall: (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization Approval under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith with each other in the defense and conduct of such matters. To the extent not prohibited by Law, each party hereto shall keep the Company, on other party reasonable informed regarding the one handstatus and any material developments regarding any Governmental Approval processes, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Any such provisions of information, rights to participate or consultations between the parties may be made on a counsel-only or outside counsel-only basis to the extent required under applicable Law or as appropriate to protect sensitive business information or maintain attorney-client or other privilege; provided, that SPAC may redact materials to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or SPAC’s consideration of the Transactions or other competitively sensitive material. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half (1/2) of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions at the time of any such filing.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, Acquiror and the Acquiror Parties Merger Sub shall use its respective commercially their reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary regulatory approvals, consents, Actions, nonactions or waivers satisfy the Regulatory Approvals in connection with order to complete lawfully the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, Acquiror and the Acquiror Parties Merger Sub shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 7.1(a), the first sentence of Section 7.1(b) or Section 7.3 shall require any Affiliate of Acquiror (other than Merger Sub) to take or forbear from any action, and for the avoidance of doubt, it is acknowledged and agreed by the parties hereto that the obligations in this Section 7.1 and Section 7.3 shall not apply to Sponsor or any of its Affiliates (other than Acquiror and Merger Sub). (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, Acquiror and Acquiror Merger Sub shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one handCompany shall promptly furnish to Acquiror and Merger Sub, and Acquiror Parties, on the other, shall (and shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror Merger Sub shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror and its Merger Sub and their counsel, and Xxxxxxxx agrees Acquiror and Merger Sub agree to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, Acquiror and Merger Sub agrees to make all filings, to provide all information required of such other parties and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesAcquiror, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its their respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions Transactions, under the Laws set forth and described on Section8.1(a) of their respective Disclosure Letters (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Outside Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section8.1(a), the first sentence of Section8.1(b) or Section8.3 shall require or obligate SPAC, any Leading Group Company or any of their respective Affiliates to agree or otherwise be required to take or forbear from any commercially impracticable action or accept any condition or restriction in order to obtain any Regulatory Approvals. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (and, i) to the extent requiredrequired by applicable Laws, shall cause its controlled Affiliates to) promptly submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the Regulatory Approvals; (iii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on Company and the one hand, and Acquiror Parties, on the other, Acquisition Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties Company, SPAC or any of the Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees and the Acquisition Entities agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, Transactions. Each of the Company, on SPAC and the one handAcquisition Entities agrees to make all filings, to provide all information reasonably required of such party and Acquiror Parties, on the to reasonably cooperate with each other, shall in each be responsible for and pay one-half of the cost for the preparationcase, filing and other related fees in connection with the Regulatory Approvals; provided further that such party shall not be required to provide information to the extent that (A) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (B) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (C) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (D) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions Transactions, under the Laws set forth and described in Section 8.1(a) of their respective Disclosure Letters (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Outside Date (as defined below)) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 8.1(a), the first sentence of Section 8.1(b) or Section 8.3 shall require or obligate SPAC, any AUM Companies, or any of their respective Affiliates to agree or otherwise be required to, take or forbear from any commercially impracticable action or accept any condition or restriction in order to obtain any Regulatory Approvals. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (i) to the extent required by applicable Laws, promptly (and, in the case of the initial filing required under the HSR Act, within twenty (20) Business Days after the date hereof) submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the extent required, shall cause its controlled Affiliates to) Regulatory Approvals; (iii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on Company and the one hand, and Acquiror Parties, on the other, Acquisition Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties Company, SPAC or any of the Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees and the Acquisition Entities agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, Transactions. Each of the Company, on SPAC and the one handAcquisition Entities agrees to make all filings, to provide all information reasonably required of such party and Acquiror Parties, on the to reasonably cooperate with each other, shall in each be responsible for and pay one-half of the cost for the preparationcase, filing and other related fees in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions Transactions, under the Laws set forth and described in Section 9.1(a) of their respective Disclosure Letter (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Outside Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 9.1(a), Section 9.1(b) or Section 9.3 shall require or obligate any Party, or any of their respective Affiliates, to agree or otherwise take any commercially impracticable action or accept any condition or restriction in order to obtain any Regulatory Approvals. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall Parties shall, (and, i) to the extent requiredrequired by applicable Laws, shall cause its controlled Affiliates topromptly submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the Regulatory Approvals; (ii) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions, and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by applicable Law, each of the Company, on the one hand, and Acquiror Parties, on the other, shall (and shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror Xxxxxxx Companies shall promptly furnish to the CompanySPAC, and SPAC shall promptly furnish to Xxxxxxx, copies of any substantive notices or written communications received by such party Party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each party such Party shall permit counsel to the other parties Parties an opportunity to review in advance, and each party such Party shall consider in good faith the views of such counsel in connection with, with any proposed substantive written communications by such party and/or Party or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties Parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval related to the Transactions without the written consent of the other partiesParties. To the extent not prohibited by Law, each of the Company Xxxxxxx Companies agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company to Xxxxxxx and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephonetelephone or electronic means, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Parties agrees to make, or cause to be made, all filings, to provide all information reasonably required of such Party and to reasonably cooperate with each other, in each case, in connection with obtaining the Regulatory Approvals; provided, further, that such Parties shall not be required to provide information to the extent that (A) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (B) in the reasonable judgment of such Party, the information is subject to confidentiality obligations to a third party, (C) in the reasonable judgment of such Party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, assets, Liabilities, results of operations or condition (financial or otherwise) of such Party, or (D) disclosure of any such information would be reasonably likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.6, the Company, on the one hand, Each of SPAC and Acquiror Parties, on the other, Xxxxxxx shall each be responsible for and pay one-half any and all filing fees payable to any Governmental Authorities that it incurs (or in the case of the cost for the preparationXxxxxxx, filing and any such fees that it or any other related fees Xxxxxxx Company incurs) in connection with the Regulatory ApprovalsTransactions.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions Transactions, under the Laws set forth and described on Schedule 8.1(a) (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 8.1(a), the first sentence of Section 8.1(b) or Section 8.3 shall require any Affiliate of SPAC to take or forbear from any action, and for the avoidance of doubt, it is acknowledged and agreed by the parties hereto that the obligations in this Section 8.1 and Section 8.3 shall not apply to Sponsor or any of its Affiliates (other than SPAC). (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (i) promptly (and, in the case of the initial filing required under the HSR Act, within twenty (20) Business Days after the date hereof) submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the extent required, shall cause its controlled Affiliates to) Regulatory Approvals; (iii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on Company and the one hand, and Acquiror Parties, on the other, Acquisition Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties Company, SPAC or any of the Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees and the Acquisition Entities agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, SPAC and the Acquisition Entities agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by an Acquisition Entity.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties PubCo shall use its respective commercially reasonable efforts to cooperate in good faith with the BT Entities and any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary regulatory approvals, consents, Actions, nonactions or waivers in connection with satisfy the Regulatory Approvals and complete lawfully the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all action necessary or advisable to (x) consummate the Transactions as contemplated hereby. Each hereby and (y) avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this AgreementTransactions. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror PubCo shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, BT Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorPubCo, and Acquiror PubCo shall promptly furnish to the CompanyBT Entities, copies of any notices or substantive written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other parties. To the extent not prohibited by Law, the Company agrees BT Entities agree to provide Acquiror PubCo and its counsel, and Xxxxxxxx PubCo agrees to provide the Company BT Entities and its their counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person person, by telephone or by telephonevideo conference, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the BT Entities and PubCo agree to make all filings under Antitrust Laws (if any) as soon as practicable after execution of this Agreement, and to provide all information reasonably required of such Person and to reasonably cooperate with each other in connection with the Regulatory Approvals. To the extent applicable, the parties shall request early termination of the applicable waiting period under any Antitrust Law. (c) Without limiting the generality of the forgoing, PubCo shall use reasonable best efforts to take any and all actions necessary to consummate the Transactions in accordance with the terms of this Agreement. (d) Subject to Section 13.69.2, the CompanyBT Entities, on the one hand, and Acquiror PartiesPubCo, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Merger Subs shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Merger Subs shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Merger Subs shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC and the Merger Subs shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of SPAC, the parties Company or the Merger Subs shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other partiesCompany; provided, further, that none of the Company and the Merger Subs shall enter into any agreement with any Governmental Authority with respect to the Transactions which (i) as a result of its terms materially delays the consummation of, or prohibits, the Transactions or (ii) adds any condition to the consummation of the Transactions, in any such case, unless otherwise required by applicable Law or without the prior written consent of SPAC. To the extent not prohibited by Law, the Company agrees and the Merger Subs agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, Transactions. Each of the Company, on SPAC and the one handMerger Subs agrees to make all filings, to provide all information required of such party and Acquiror Parties, on the to reasonably cooperate with each other, shall in each be responsible for and pay one-half of the cost for the preparationcase, filing and other related fees in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties party hereto shall use its respective commercially their reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (collectively, the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Outside Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties party hereto shall use its respective commercially reasonable efforts take such actions as shall be necessary to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. All filings and submissions made with any Governmental Authority in connection with this Section 8.1 shall be made in compliance with the requirements of applicable Law. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 8.1(a), the first sentence of Section 8.1(b) or Section 8.1(c) shall require any Affiliate of CGAC to take or forbear from any action, and for the avoidance of doubt, it is acknowledged and agreed by the parties hereto that the obligations in this Section 8.1(a), the first sentence of Section 8.1(b) or Section 8.1(c) shall not apply to Sponsor or any of its Affiliates (other than CGAC). (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror party hereto shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; Transactions (including using reasonable best efforts to avoid or remove any conditions, restrictions or impediments to which any Regulatory Approval is subject), and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorCGAC, and Acquiror CGAC and Merger Sub shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties CGAC or Merger Sub shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesCompany; provided, further, that neither the Company nor CGAC or Merger Sub shall enter into any agreement with any Governmental Authority with respect to the Transactions which (i) as a result of its terms delays in any material respect the consummation of, or prohibits, the Transactions, or (ii) adds any condition to the consummation of the Transactions, in any such case, without the prior written consent of (A) CGAC in case such agreement is entered into by the Company or Merger Sub, or (B) the Company, in case such agreement is entered into by CGAC. To the extent not prohibited by Law, the Company agrees to provide Acquiror CGAC and its counsel, and Xxxxxxxx CGAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the parties hereto agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.611.6, the Company, on the one hand, and Acquiror PartiesCGAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by Xxxxxx Sub.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC, and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions non-actions or waivers in connection with the Transactions (collectively, the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC, and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice notice, or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions Actions, or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC, and Acquiror the Acquisition Entities shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on Company and the one hand, and Acquiror Parties, on the other, Company Acquisition Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC and the SPAC Acquisition Entities shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party Party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each party such Party shall permit counsel to the other parties Parties an opportunity to review in advance, and each party such Party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or Party or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties Company, SPAC or any of the Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesParties. To the extent not prohibited by Law, the Company agrees and the Company Acquisition Entities agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx agrees SPAC and the SPAC Acquisition Entities agree to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or parties or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning concerning, or in connection with the Transactions. Each of the Company, SPAC, and the Acquisition Entities agrees to make all filings, to provide all information reasonably required of such Party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such Party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such Party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such Party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such Party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Without limiting Section 9.01(a) and Section 9.01(b), PubCo and the Company shall, within twenty (20) Business Days following the date hereof, file or supply, or cause to be filed or supplied in connection with the transactions contemplated herebyherein, all notifications and information required to be filed or supplied pursuant to the HSR Act. (cd) Subject to Section 13.612.06, the Company, on the one hand, and Acquiror Parties, on the other, Company shall each be responsible for and pay one-half of the cost for filing fees that are, pursuant to applicable Laws, payable by such Party to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC and the Acquisition Entities shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of SPAC or any of the parties Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesCompany; provided, further, that neither the Company nor any Acquisition Entity shall enter into any agreement with any Governmental Authority with respect to the Transactions which (i) as a result of its terms delays in any material respect the consummation of, or prohibits, the Transactions or (ii) adds any condition to the consummation of the Transactions, in any such case, without the prior written consent of SPAC. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx agrees SPAC and the Acquisition Entities agree to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority (other than a Specified Governmental Authority), on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, SPAC and the Acquisition Entities agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. Notwithstanding anything to the contrary contained in this Agreement, including in this Section 8.1, the Company shall not be required to grant SPAC or the Acquisition Entities the opportunity to participate in any meetings, discussions or other communications, or to review submissions or receive from the Company any copies of notices or other communications, with the Monetary Authority of Singapore (“MAS”) or any other Governmental Authority set forth on Schedule 8.1(b) (each of MAS and such other Governmental Authority, a “Specified Governmental Authority” ) and the Company shall provide SPAC upon request from time to time with a general summary of the progress of obtaining the respective approval from such Governmental Authorities referred on Section 3.5 of the Company Disclosure Letter. (c) Subject to Section 13.611.6, the Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing Governmental Authorities and other related fees the Exchange Agent in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by an Acquisition Entity.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties SPAC shall, and shall cause its Affiliates to, use its respective commercially reasonable efforts to cooperate in good faith with the other party and with any Governmental Authority in connection with the Transactions and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, clearances, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions under the Laws set forth and described on Section 8.1(a) of the Company Disclosure Schedules (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all action necessary to consummate the Transactions as contemplated herebyTransactions. Each of the Company and the Acquiror Parties SPAC shall, and shall cause its Affiliates to, use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable take such action as may be required to obtain each required Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall (andSPAC shall, to the extent required, and shall cause its controlled Affiliates to) , (i) promptly submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the Regulatory Approvals; (ii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties party an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; providedTransactions. Neither the Company nor SPAC shall, that none of the parties nor shall extend any waiting period or comparable period or they permit their Affiliates to, enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesparty. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company and SPAC agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the other party to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 8.1 or otherwise in this Agreement shall require any Group Company, SPAC or any of their Affiliates to offer, propose, negotiate, agree to, consent to or effect (A) the sale, divestiture, transfer, license or other disposal of, or hold separate with respect to, any entities, assets, businesses or interests, (B) the creation, termination, amendment or assignment of commercial relationships, agreements, licenses or contractual rights or obligations, (C) conduct of business restrictions, including restrictions on any party’s or its Affiliates’ ability to manage, operate or own any entities, assets, businesses or interests, (D) any other change or restructuring of any entities, assets, businesses or interests, or of any party or its Affiliates or (E) any other remedy, condition, undertaking or commitment of any kind. Neither the Company nor SPAC shall, nor shall they permit their Affiliates to, take any of the actions described in the foregoing sentence without the other party’s prior written consent. None of the Group Companies, SPAC or any of their Affiliates shall be required to contest, resist, defend against or appeal any Action, whether judicial or administrative, challenging or seeking to prevent, prohibit, delay or declare unlawful this Agreement or any of the Transactions. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesSPAC, on the otherother hand, shall each be responsible for and pay one-half of the cost for the preparation, any and all filing and other related fees payable to Governmental Authorities in connection with the Regulatory ApprovalsTransactions. (d) Notwithstanding anything in this Section 8.1, matters relating to the Competition Act (Canada) and the Investment Canada Act shall be subject to the additional requirements set out in Section 8.1 of the Company Disclosure Schedules, and to the extent of any conflict between this Section 8.1 and Section 8.1 of the Company Disclosure Schedules in relation to such matters, Section 8.1 of the Company Disclosure Schedules shall take precedence.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable best efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use its reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, each of the Company, on Company and the one hand, and Acquiror Parties, on the other, Acquisition Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties SPAC shall extend any waiting period or comparable period or not enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other partiesCompany; provided, further, that neither the Company nor any Acquisition Entity shall enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement, in any such case, without the prior written consent of SPAC. To the extent not prohibited by Law, each of the Company and the Acquisition Entities agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, Transactions. Each of the Company, on SPAC and the one handAcquisition Entities agrees to make all filings, to provide all information required of such party and Acquiror Parties, on the to reasonably cooperate with each other, shall in each be responsible for and pay one-half of the cost for the preparationcase, filing and other related fees in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Laws require it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, Parent and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Termination Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, Parent and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, Parent and Acquiror the Acquisition Entities shall (andi) promptly submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the extent required, shall cause its controlled Affiliates to) Regulatory Approvals; (iii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; Transactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorParent, and Acquiror Parent and the Acquisition Entities shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; Transactions; provided, however, that none of the parties Company, Parent or any of the Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror Parent and its counsel, and Xxxxxxxx agrees Parent and the Acquisition Entities agree to provide to the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, Parent and the Acquisition Entities agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.6, Parent and the Company, on the one hand, and Acquiror Parties, on the other, Company shall each be equally responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by an Acquisition Entity.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties party hereto shall use its respective commercially their reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (collectively, the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Outside Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties party hereto shall use its respective commercially reasonable efforts take such actions as shall be necessary to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. All filings and submissions made with any Governmental Authority in connection with this Section 8.1 shall be made in compliance with the requirements of applicable Law. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 8.1(a), the first sentence of Section 8.1(b) or Section 8.1(c) shall require any Affiliate of CGAC to take or forbear from any action, and for the avoidance of doubt, it is acknowledged and agreed by the parties hereto that the obligations in this Section 8.1(a), the first sentence of Section 8.1(b) or Section 8.1(c) shall not apply to Sponsor or any of its Affiliates (other than CGAC). (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror party hereto shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; Transactions (including using reasonable best efforts to avoid or remove any conditions, restrictions or impediments to which any Regulatory Approval is subject), and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorCGAC, and Acquiror CGAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of the parties CGAC shall extend any waiting period or comparable period or not enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesCompany; provided, further, that neither the Company nor CGAC or any Acquisition Entity shall enter into any agreement with any Governmental Authority with respect to the Transactions which (i) as a result of its terms delays in any material respect the consummation of, or prohibits, the Transactions, or (ii) adds any condition to the consummation of the Transactions, in any such case, without the prior written consent of (A) CGAC in case such agreement is entered into by the Company or any Acquisition Entity, or (B) the Company, in case such agreement is entered into by CGAC. To the extent not prohibited by Law, the Company agrees to provide Acquiror CGAC and its counsel, and Xxxxxxxx CGAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the parties hereto agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.611.6, the Company, on the one hand, and Acquiror PartiesCGAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by any Acquisition Entity.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, Acquiror and the Acquiror Parties Merger Sub shall use its respective commercially their reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary regulatory approvals, consents, Actions, nonactions or waivers satisfy the Regulatory Approvals in connection with order to complete lawfully the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date (as defined below)) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, Acquiror and the Acquiror Parties Merger Sub shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 7.1(a), the first sentence of Section 7.1(b) or Section 7.3 shall require any Affiliate of Acquiror (other than Merger Sub) to take or forbear from any action, and for the avoidance of doubt, it is acknowledged and agreed by the parties hereto that the obligations in this Section 7.1 and Section 7.3 shall not apply to Sponsor or any of its Affiliates (other than Acquiror and Merger Sub). (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, Acquiror and Acquiror Merger Sub shall (i) promptly (and, in the case of the initial filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, within twenty (20) business days after the date hereof) submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the extent requiredRegulatory Approvals, shall cause its controlled Affiliates to) (iii) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one handCompany shall promptly furnish to Acquiror and Merger Sub, and Acquiror Parties, on the other, shall (and shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror Merger Sub shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror and its Merger Sub and their counsel, and Xxxxxxxx agrees Acquiror and Merger Sub agree to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, Acquiror and Merger Sub agrees to make all filings, to provide all information reasonably required of such other parties and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesAcquiror, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties SPAC shall, and shall cause its Affiliates to, use its respective commercially reasonable efforts to cooperate in good faith with the other party and with any Governmental Authority in connection with the Transactions and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, clearances, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions under the Laws set forth and described on Section 11.1(a) of the Company Disclosure Schedules (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all action necessary to consummate the Transactions as contemplated herebyTransactions. Each of the Company and the Acquiror Parties SPAC shall, and shall cause its Affiliates to, use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable take such action as may be required to obtain each required Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. In furtherance and not in limitation of this Section 11.1(a), to the extent required under any Antitrust Laws, each party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, with respect to the Transactions as promptly as practicable, to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall (andSPAC shall, to the extent required, and shall cause its controlled Affiliates to) , (i) promptly submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the Regulatory Approvals; (ii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties party an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; providedTransactions. Neither the Company nor SPAC shall, that none of the parties nor shall extend any waiting period or comparable period or they permit their Affiliates to, enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesparty. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company and SPAC agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the other party to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 11.1 or otherwise in this Agreement shall require any Group Company, SPAC or any of their Affiliates to offer, propose, negotiate, agree to, consent to or effect (A) the sale, divestiture, transfer, license or other disposal of, or hold separate with respect to, any entities, assets, businesses or interests, (B) the creation, termination, amendment or assignment of commercial relationships, agreements, licenses or contractual rights or obligations, (C) conduct of business restrictions, including restrictions on any party’s or its Affiliates’ ability to manage, operate or own any entities, assets, businesses or interests, (D) any other change or restructuring of any entities, assets, businesses or interests, or of any party or its Affiliates or (E) any other remedy, condition, undertaking or commitment of any kind. Neither the Company nor SPAC shall, nor shall they permit their Affiliates to, take any of the actions described in the foregoing sentence without the other party’s prior written consent. None of the Group Companies, SPAC or any of their Affiliates shall be required to contest, resist, defend against or appeal any Action, whether judicial or administrative, challenging or seeking to prevent, prohibit, delay or declare unlawful this Agreement or any of the Transactions. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesSPAC, on the otherother hand, shall each be responsible for and pay one-half of the cost for the preparation, any and all filing and other related fees payable to Governmental Authorities in connection with the Transactions, including but not limited to: (i) any filing fees payable to the SEC relating to the filing of the Proxy/Registration Statement and (ii) any filing fees payable pursuant to any Regulatory ApprovalsApprovals required to be obtained in connection with the Transactions, as applicable.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel to the other parties party an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; provided, that none of the parties neither party shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority without the written consent of the other partiesparty. To the extent not prohibited by Law, the Company agrees to provide Acquiror and its counsel, and Xxxxxxxx Axxxxxxx agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, the Company, on the one hand, and Acquiror Parties, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, PubCo, Acquiror, Merger Sub I and the Acquiror Parties Merger Sub II shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary those regulatory approvals, consents, Actions, nonactions or waivers waivers, and to provide any necessary or advisable regulatory notifications in connection with the Transactions as set forth in Schedule 9.1(a) to this Agreement (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, PubCo, Acquiror, Merger Sub I and the Acquiror Parties Merger Sub II shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, PubCo, Merger Sub I, Merger Sub II and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization and to provide any necessary or advisable regulatory notifications under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one handPubCo, and Acquiror PartiesMerger Sub I, on the other, Merger Sub II shall (and the Company shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; provided, provided that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror and its counsel, and Xxxxxxxx agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, their respective agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.612.6, the Company, on the one hand, and Acquiror PartiesAcquiror, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Purchaser Parties shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Purchaser Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror Parent shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Purchaser Parties, on the other, shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorParent, and Acquiror Parent shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; provided, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror Parent and its counsel, and Xxxxxxxx Xxxxxx agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.612.6, the Company, on the one hand, and Acquiror Purchaser Parties, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Merger Subs shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions nonactions, or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Merger Subs shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. Without limiting the foregoing, the Company and its Affiliates, if applicable, shall prepare and file or cause to be filed Notification and Report Forms pursuant to the HSR Act with respect to the Transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (and in any event within fifteen (15) Business Days after the date of this Agreement). (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Merger Subs shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on Company and the one hand, and Acquiror Parties, on the other, Merger Subs shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of SPAC, the parties Company or the Merger Subs shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other partiesparties hereto; provided, further, that none of the Company, the Merger Subs or SPAC shall enter into any agreement with any Governmental Authority with respect to the Transactions which (a) as a result of its terms materially delays the consummation of, or prohibits, the Transactions or (b) adds any condition to the consummation of the Transactions, in any such case, unless otherwise required by applicable Laws and with the prior written consent of the other parties hereto. To the extent not prohibited by Law, the Company agrees and the Merger Subs agree to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, Transactions. Each of the Company, on SPAC and the one handMerger Subs agrees to make all filings, to provide all information required of such party and Acquiror Parties, on the to reasonably cooperate with each other, shall in each be responsible for and pay one-half of the cost for the preparationcase, filing and other related fees in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. The Company and SPAC shall jointly devise and implement the strategy for obtaining any necessary clearance or approval, for responding to any request, inquiry, or investigation, for electing whether to defend, and, if so, defending any lawsuit challenging the Transactions, and for all meetings and communications with any Governmental Authority concerning the Transactions.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties SPAC shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with order to complete lawfully the Transactions Transactions, under the Laws set forth and described on Schedule ‎7.1(a) (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties SPAC shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this ‎Section 7.1(a), the first sentence of ‎Section 7.1(b) or Section 7.4 shall require any Affiliate of SPAC to take or forbear from any action, and for the avoidance of doubt, it is acknowledged and agreed by the parties hereto that the obligations in this ‎Section 7.1 and Section 7.4 shall not apply to Sponsor or any of its Affiliates (other than SPAC). (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror SPAC shall (i) promptly (and, in the case of the initial filing required under the HSR Act, within twenty (20) Business Days after the date of this Agreement) submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the extent required, shall cause its controlled Affiliates to) Regulatory Approvals; (iii) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties party an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of neither the parties Company nor SPAC shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other partiesparty. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company and SPAC agrees to make all filings, to provide all information reasonably required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.6, the The Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by SPAC.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror Parties shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties shall extend any waiting period or comparable period or however, no Party may enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other partiesParties. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Parties agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client work product or other applicable privilege. The Company and SPAC shall jointly devise and implement the strategy for obtaining any necessary clearance or approval, for responding to any request, inquiry, or investigation, for electing whether to defend, and, if so, defending any lawsuit challenging the Transactions, and for all meetings and communications with any Governmental Authority concerning the Transactions. (c) Subject to Section 13.610.6, the Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing Governmental Authorities and other related fees the Exchange Agent in connection with the Regulatory ApprovalsTransactions.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties Horizon shall use its respective commercially reasonable efforts to cooperate in good faith with the VS Entities and any Governmental Authority and use undertake (and not waive its commercially reasonable efforts rights under the PIPE Subscription Agreement with respect to undertake the PIPE Investors’ obligations with respect to Regulatory Approvals) promptly any and all action required to obtain any necessary regulatory approvals, consents, Actions, nonactions or waivers in connection with satisfy the Regulatory Approvals and complete lawfully the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all action necessary or advisable to (x) consummate the Transactions as contemplated hereby. Each hereby and (y) avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this AgreementTransactions. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror Horizon shall (and, to the extent required, shall cause not waive its controlled Affiliates torights under the PIPE Subscription Agreement with respect to the PIPE Investors’ obligations with respect to Regulatory Approvals) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, VS Entities shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorHorizon, and Acquiror Horizon shall promptly furnish to the CompanyVS Entities, copies of any notices or substantive written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other parties. To the extent not prohibited by Law, the Company agrees VS Entities agree to provide Acquiror Horizon and its counsel, and Xxxxxxxx Horizon agrees to provide the Company VS Entities and its their counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person person, by telephone or by telephonevideo conference, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the VS Entities and Horizon agree to make all filings under Antitrust Laws (if any) as soon as practicable after execution of this Agreement, and to provide all information reasonably required of such Person and to reasonably cooperate with each other in connection with the Regulatory Approvals. To the extent applicable, the Parties shall request early termination of the applicable waiting period under any Antitrust Law. (c) Without limiting the generality of the forgoing, Horizon shall use reasonable best efforts to take any and all actions necessary to consummate the Transactions in accordance with the terms hereof. (d) Subject to Section 13.68.2, the CompanyVS Entities, on the one hand, and Acquiror PartiesHorizon, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, Acquiror and the Acquiror Parties Merger Sub shall use its respective commercially their reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary regulatory approvals, consents, Actions, nonactions or waivers satisfy the Regulatory Approvals in connection with order to complete lawfully the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date (as defined below)) and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, Acquiror and the Acquiror Parties Merger Sub shall use its respective commercially reasonable efforts take such action as may be required to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible practicable after the execution of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 7.1(a), the first sentence of Section 7.1(b) or Section 7.3 shall require any Affiliate of Acquiror (other than Merger Sub) to take or forbear from any action, and for the avoidance of doubt, it is acknowledged and agreed by the parties hereto that the obligations in this Section 7.1 and Section 7.3 shall not apply to Sponsor or any of its Affiliates (other than Acquiror and Merger Sub). (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, Acquiror and Acquiror Merger Sub shall (andi) promptly submit all notifications, reports, and other filings required to be submitted to a Governmental Authority in order to obtain the extent requiredRegulatory Approvals, shall cause its controlled Affiliates to) (iii) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (iiiii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one handCompany shall promptly furnish to Acquiror and Merger Sub, and Acquiror Parties, on the other, shall (and shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror Merger Sub shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Acquiror Xxxxxxxx and its Xxxxxx Sub and their counsel, and Xxxxxxxx agrees Acquiror and Xxxxxx Sub agree to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, Acquiror and Merger Sub agrees to make all filings, to provide all information reasonably required of such other parties and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.67.2(a)(iii), the Company, on the one hand, and Acquiror PartiesAcquiror, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing and other related fees Governmental Authorities in connection with the Regulatory ApprovalsTransactions.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, MultiplAI, SPAC and the Acquiror Parties Merger Sub shall use its respective commercially reasonable best efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable best efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers waivers, and to provide any necessary or advisable regulatory notifications in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, MultiplAI, SPAC and the Acquiror Parties Merger Sub shall use its respective commercially reasonable best efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, MultiplAI, Merger Sub and Acquiror SPAC shall (and, to the extent required, shall cause its controlled Affiliates Subsidiaries to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization and to provide any necessary or advisable regulatory notifications under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, Merger Sub and Acquiror Parties, on the other, MultiplAI shall (and each of the Company, Merger Sub and MultiplAI shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC shall promptly furnish to the Company, Merger Sub and MultiplAI, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each party shall permit counsel to the other parties Company and SPAC an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, provided that none of the parties shall extend any waiting period or comparable period or enter into any agreement with with, or take or cause to be taken any action before, any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions without the written consent of the other partiesCompany and SPAC. To the extent not prohibited by Law, each of the Company and MultiplAI agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx SPAC agrees to provide the Company Company, MultiplAI and its respective counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, their respective agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. (c) Subject to Section 13.6, the Company, on the one hand, and Acquiror Parties, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties Parent shall use its respective commercially reasonable efforts to cooperate in good faith with the Company Group Members and any Governmental Authority and undertakes to use its commercially reasonable best efforts to undertake promptly take (and not waive its rights under any and all Subscription Agreement with respect to any Private Placement Investor’s obligations with respect to Regulatory Approvals) such action required to obtain any necessary regulatory approvals, consents, Actions, nonactions or waivers in connection with satisfy the Regulatory Approvals and complete lawfully the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable (but in any event prior to the Agreement End Date) and any and all use reasonable best efforts to take such action necessary or advisable to (x) consummate the Transactions as contemplated hereby. Each hereby and (y) avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this AgreementTransactions. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror Parent shall (and, to the extent required, shall cause not waive its controlled Affiliates torights under any Subscription Agreement with respect to any Private Placement Investor’s obligations with respect to Regulatory Approvals) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. The Company Group Members and Parent shall (and shall cause their respective Affiliates to) respond promptly to any request for information or documentary material from any Governmental Authority with respect to the Transactions. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company Group Members shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorParent, and Acquiror Parent shall promptly furnish to the CompanyCompany Group Members, copies of any notices or substantive written communications received by such party or any of its Affiliates from any third party Governmental Authority, or sent to any Governmental Authority Authority, with respect to the transactions contemplated herebyTransactions, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed oral or written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, that none of the parties shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval without the prior written consent of the other parties. To the extent not prohibited by Law, the Company agrees Group Members agree to provide Acquiror Parent and its counsel, and Xxxxxxxx Parent agrees to provide the Company Group Members and its their counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person person, by telephone or by telephonevideo conference, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company Group Members and Parent agree to make all filings required or advisable under Antitrust Laws (if any) as soon as practicable after execution of this Agreement, and, in any event, shall each file the Notification and Report Form required by the HSR Act no more than ten (10) Business Days after the date of this Agreement, and to provide all information reasonably required of such Person and to reasonably cooperate with each other in connection with the Regulatory Approvals. The Parties shall request early termination of all applicable waiting periods under any Antitrust Laws. Materials provided pursuant to this Section 8.1 may be (A) redacted as necessary (1) to comply with contractual arrangements, (2) to preserve legal privileges, or (3) to remove references concerning the valuation of the parties or (B) designated as “outside counsel only,” which materials and the information contained therein shall be given only to outside counsel and will not be disclosed to employees, officers or directors of the recipient. (c) Subject Without limiting the generality of the forgoing, Parent shall use reasonable best efforts to Section 13.6take such actions necessary to consummate the Transactions in accordance with the terms hereof. Parent agrees that, between the date of this Agreement and the Closing, it shall not enter into any Contracts for an acquisition (by stock purchase, merger, consolidation, amalgamation, purchase of assets, license or otherwise) of any ownership interest or assets of any Person that would likely prevent or materially delay the consummation of the Transaction. (d) Nothing in this Agreement shall require any Company Group Members or any of their respective Affiliates: (i) to take any action that would prohibit or limit in any respect, or place any conditions on, the Companyownership or operation by any Company Group Member of any portion of the business, on assets, Intellectual Property Rights, categories of assets, relationships, contractual rights, obligations or arrangements of any Company Group Member or any of its Affiliates, or compel any Company Group Member to divest, dispose of, hold separate or license any portion of the one handbusiness, assets, Intellectual Property Rights, categories of assets, relationships, contractual rights, obligations or arrangements of any Company Group Member or any of its Affiliates or (ii) to propose or agree to or effect any divestiture or hold separate any business or assets. (e) Parent shall be responsible for and Acquiror Partiespay all filing fees, on administrative fees, costs and expenses payable to any Governmental Authorities in connection with the otherTransactions; provided, that Parent and the Company shall each be responsible for and pay one-half of the cost filing fees for the preparation, filing and other related fees in connection with the any Regulatory Approvals.

Regulatory Approvals; Other Filings. (a) Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company Company, SPAC and the Acquiror Parties Acquisition Entities shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company Company, SPAC and Acquiror the Acquisition Entities shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use commercially reasonable best efforts to obtain any necessary clearance, approval, consent, consent or Governmental Authorization Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this AgreementTransactions; and (ii) cooperate in good faith fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to AcquirorSPAC, and Acquiror SPAC and the Acquisition Entities shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated herebyTransactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party and/or or its Affiliates to any Governmental Authority concerning the transactions contemplated herebyTransactions; provided, however, that none of SPAC or any of the parties Acquisition Entities shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the prior written consent of the other partiesCompany; provided, further, that neither the Company nor any Acquisition Entity shall enter into any agreement with any Governmental Authority with respect to the Transactions which (i) as a result of its terms materially delays the consummation of, or prohibits, the Transactions or (ii) adds any condition to the consummation of the Transactions, in any such case, without the prior written consent of SPAC. To the extent not prohibited by Law, the Company agrees to provide Acquiror SPAC and its counsel, and Xxxxxxxx agrees SPAC and the Acquisition Entities agree to provide to the Company and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party and/or or any of its Affiliates, agents Affiliates or advisorsRepresentatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated herebyTransactions. Each of the Company, SPAC and the Acquisition Entities agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege. (c) Subject to Section 13.611.6, the Company, on the one hand, and Acquiror PartiesSPAC, on the other, shall each be responsible for and pay one-half of the cost for filing fees payable to the preparation, filing Governmental Authorities and other related fees the Exchange Agent in connection with the Regulatory ApprovalsTransactions, including such filing fees payable by an Acquisition Entity.

Regulatory Approvals; Other Filings. (a) Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cooperate in good faith with any Governmental Authority and use its commercially reasonable efforts to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (the “Regulatory Approvals”) as soon as reasonably practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company and the Acquiror Parties shall use its respective commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as reasonably possible after the execution of this Agreement. (b) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company and Acquiror shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate in good faith with each other in the defense of such matters. To the extent not prohibited by Law, the Company, on the one hand, and Acquiror Parties, on the other, Company shall (and shall cause its Subsidiaries to) promptly furnish to Acquiror, and Acquiror shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel to the other parties party an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby; provided, that none of the parties neither party shall extend any waiting period or comparable period or enter into any agreement with any Governmental Authority without the written consent of the other partiesparty. To the extent not prohibited by Law, the Company agrees to provide Acquiror and its counsel, and Xxxxxxxx Axxxxxxx agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. (c) Subject to Section 13.6, the Company, on the one hand, and Acquiror PartiesAcquiror, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and other related fees in connection with the Regulatory Approvals.