Common use of Regulatory Approvals Clause in Contracts

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Each of the Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and use its reasonable best efforts to file, or join in as soon as practicable after the execution date of this Agreement, all notices, reports and filing of, any application, notification or other document that may documents required to be necessary in order to obtain the authorization, approval or consent of filed with any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection Body with respect to the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, if Parent determines that it is so required, the Company and Parent shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act and any applicable foreign antitrust laws or regulations in connection with the Merger. The Company and Parent shall use commercially reasonable efforts respond as promptly as practicable to obtain(i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general, and to cooperate foreign antitrust authority or other Governmental Body in connection with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consentsantitrust or related matters. The Company shall promptly inform Buyer Each of any material communication between the Company and Parent shall (1) give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Body with respect to the Merger or any of the other transactions contemplated herebyby this Agreement, then (2) keep the other party informed as to the status of any such Legal Proceeding or threat, and (3) promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the Merger. Except as may be prohibited by any Governmental Body or by any Legal Requirement, the Company shall makeand Parent will consult and cooperate with one another, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall and will consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and fileone another, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to the HSR Act or any other foreign, federal or state antitrust or fair trade law or any other similar Legal Proceeding, each of the Company and Parent will permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. Notwithstanding anything to the contrary in this Section 5.4, neither Parent nor the Company nor any of their respective Subsidiaries shall be required to take any action that would reasonably be expected to substantially impair the overall benefits expected, as of the date hereof, to be realized from the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyMerger. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, Subject to the terms and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent conditions of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall , each Constituent Corporation will use commercially reasonable its best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall maketake, or cause to be madetaken, all actions reasonably necessary or advisable under applicable law to consummate the Merger, including (i) making or causing to be made the filings required by law with respect to the Merger as promptly as it practicable, (ii) complying, as soon promptly as is reasonably practicable, with any requests received from a response in compliance governmental body by such Constituent Corporation with respect to the Merger, and (iii) resolving any formal or informal objections of any governmental body with respect to any such request. The Company shall direct, in its sole discretion, filings or the making of such response, but shall consider in good faith the views of the BuyerMerger. (b) Buyer shall promptly execute The Constituent Corporations covenant and fileagree that if any required regulatory approval to consummate the Merger is denied or not obtained, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall Constituent Corporations will use commercially reasonable their best efforts to obtain work together to restructure the Merger to achieve or acquire all required regulatory approvals, it being agreed that in all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform instances the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause benefits sought to be madedelivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making result of such response, but shall consider in good faith the views of the Companyrestructuring. (c) Notwithstanding anything Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporation of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 11 and shall permit the other Constituent Corporation to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith. Neither Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any such matter unless it consults with the other Constituent Corporation in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporation the opportunity to attend and participate at such meeting. The Constituent Corporations will coordinate and cooperate fully with each other in exchanging such information and providing such assistance any other Constituent Corporation may reasonably request in connection with the matters set forth in this Agreement to the contrarySection 11. The Constituent Corporations will provide each other with copies of all correspondence, if any administrative filings, or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer communications between them or any of its affiliates or the Company or its Subsidiariestheir representatives, (2) the imposition of any limitation or regulation on the ability of Buyer one hand, and any governmental body or any members of its affiliates to freely conduct their business or own such assetsstaff, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates other hand, with respect to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement, including, for the avoidance of doubt, in order to preserve or transfer the Cannabis Licenses (including, for the avoidance of doubt, with respect to the CDPH Licenses and/or any other such license pertaining to necessary governmental approval for extraction and manufacturing operations), other than those in connection with any BCC License. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent and Merger Sub to promptly obtain, all such authorizations, approvals and consents from Governmental Authorities and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Parent of any material communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and provide a copy of such communication if it is in writing. If the Company or any Subsidiary of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, consult with and cooperate with Parent in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent advance of any such written or oral communication to any Governmental EntityAuthority, whether foreign, federal, state, local and shall not participate in any substantive meeting or municipal discussion with any Governmental Authority in connection with respect of investigation or inquiry concerning the consummation of the Share Purchase and the other transactions contemplated hereby unless it consults with Parent in advance and, except as prohibited by this Agreementapplicable Law or Governmental Authority, gives Parent the opportunity to attend and participate thereat. Buyer The Company shall use commercially reasonable efforts to obtain all such authorizationsresolve questions or objections, approvals if any, of any Governmental Authority. (b) Following the Closing, the Surviving Company and consents and shall pay any associated filing fees payable by Buyer Parent shall, as promptly as possible, with respect to such authorizationsany BCC License, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall (i) make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making all filings and submissions required by an Governmental Authority to transfer ownership of such response, but shall consider in good faith BCC License from the views of the Company. (c) Notwithstanding anything in this Agreement Surviving Company to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; Parent and (ii) Buyer shall be under no obligation use commercially reasonable efforts to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assetsobtain, or (3) the holding separate of the Company Shares cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing become necessary in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3connection thereof.

Regulatory Approvals. (a) The Without limiting the generality of Section 6.1, each Purchaser shall use its reasonable best efforts to prepare and file on behalf of it and any of its subsidiaries or Affiliates, and, to the extent necessary, the Company shall, shall use its reasonable best efforts to prepare and shall cause each file on behalf of it or any Company Subsidiary toor Affiliate, promptly execute all documentation to effect all necessary notices, reports and fileother filings and to obtain all permits, consents, approvals and authorizations necessary or join in the execution and filing of, advisable to be obtained from any application, notification or other document that may be necessary third parties and/or Governmental Authorities in order to obtain consummate the authorizationTransaction, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be and the Company shall reasonably required, or which Buyer may reasonably request, cooperate with Purchasers in connection with the consummation foregoing; and any initial filings with Governmental Authorities shall be made by Purchasers as soon as reasonably practicable after the date hereof. TBW shall seek to obtain reasonable assurances from the OTS that Regulation W would not materially restrict existing dealings between TBW and Colonial Bank (“Regulation W Determination”). Subject to applicable laws relating to the exchange of the Share Purchase information, Purchasers and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts have the right to obtainreview in advance, and to cooperate the extent practicable each shall consult with Buyer to promptly obtainthe other on, all such authorizations, approvals and consents and shall pay material written information submitted to any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and third party and/or any Governmental Entity regarding any Authority in connection with the Transaction. In exercising the foregoing right, each of the transactions contemplated herebyparties agrees to act reasonably and as promptly as practicable. If Each party hereto agrees that it shall to the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity extent legally permissible and practicable consult with the other with respect to the transactions contemplated herebyobtaining of all material permits, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizationsconsents, approvals and consents authorizations of all third parties and/or Governmental Authorities necessary or advisable to consummate the Transaction and each party shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals the extent legally permissible and consents. Buyer shall promptly inform practicable keep the Company of any material communication between Buyer and any Governmental Entity regarding any other party apprised of the transactions contemplated hereby. If Buyer status of material matters relating to completion of the Transaction (including to the extent legally permissible and practicable (i) promptly furnishing the other with copies of notices or any affiliate of Buyer receives any formal other communications received by Purchasers or informal request for supplemental information or documentary material the Company, as the case may be, from any third party and/or Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer shall make, Transaction and the establishment of any bank or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views thrift holding company for purposes of the Company. (c) Notwithstanding anything in this Agreement to the contraryTransaction, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction and as otherwise contemplated by this Agreement as violative of any federaland, state or foreign statutesto the extent permitted by law, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) descriptions of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own oral communications from such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”persons). Nothing in this Section 6.3 shall limit a Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and stockholders or shareholders, as applicable, other than any information concerning each party’s right officers, principals, directors and stockholders or shareholders the disclosing party reasonably determines to terminate this Agreement pursuant be confidential, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party to Section 8.1(b) if such any third party has, until such date, complied in all material respects with its obligations under this Section 6.3and/or Governmental Authority.

Regulatory Approvals. (ai) The Parent, the Company shall, and the Members shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, file any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreignlocal, which that may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase Transactions. Parent, the Company and the other transactions contemplated by this Agreement. The Company Members shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any 50% of the associated HSR filing fees payable by fees. Parent, the Company with respect to such authorizations, approvals and consents. The Company the Members shall promptly inform Buyer of any material communication between the Company any of them and any Governmental Entity regarding any of the transactions contemplated herebyTransactions. If Parent, the Company or the Members or any Subsidiary of their respective affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyTransactions, then Parent, the Company or the Members, as applicable, shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Parent, the Company or the Members, applicable, shall direct, in its their sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (bii) Buyer shall promptly execute and file, or join in the execution and filing of, file any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal local, that may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this AgreementTransactions. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any 50% of the associated HSR filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company other parties hereto of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated herebyTransactions. If Buyer or any affiliate of Buyer its affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyTransactions, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Companyother parties hereto. (ciii) Notwithstanding anything in this Agreement to the contrarycontrary herein, if any administrative or judicial action or proceeding Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement of the Transactions as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)trade, it is expressly understood and agreed that: (i) that Buyer shall not have be required to take the following actions to resolve such challenge if taking such action would (A) cause Buyer to breach the SPAC Acquisition Agreement, (B) require Buyer to obtain the prior written consent of the SPAC Acquirer and the SPAC Acquirer does not provide such consent, (C) reasonably be expected to, individually or in the aggregate, (x) materially reduce the reasonably anticipated benefits to Buyer of the Transactions, (y) adversely impact Buyer or any obligation of its Subsidiaries other than, after the Closing, the Company or (z) impact the Company in a manner that is material to the Company or its businesses, operations, financial condition, properties or assets, taken as a whole or (D) not be contingent upon the consummation of the Transactions: (1) litigate or contest any administrative Proceedings or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii2) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1x) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or Parent or the Company or its Subsidiariesthat are, in the aggregate, material to Buyer’s business, (2y) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, assets or (3z) the holding separate of the Company Shares Membership Interests or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Membership Interests.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, file any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Parent shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees (including filing fees payable in connection with filings under the HSR Act) payable by the Company Parent with respect to such authorizations, approvals and consents. The Company Parent shall promptly inform Buyer the Company of any material communication between the Company Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Parent or any Subsidiary Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)trade, it is expressly understood and agreed that: (i) Buyer that while Parent shall not have any obligation exercise commercially reasonable efforts to litigate or contest any administrative or judicial cause the withdrawal of such action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Parent shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, transfer, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets assets, categories of assets, operations or categories of assets operations of Buyer Parent or any of its affiliates Affiliates or the Company or its SubsidiariesCompany, (2) the discontinuation of any product or service of Parent or any of its Affiliates or the Company, (3) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Affiliates to freely conduct their business or own such assets, their respective assets or (34) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Parent or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body or the American Stock Exchange with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body or the American Stock Exchange. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and shall cause each Company Subsidiary tofile the notifications required under the HSR Act and any applicable foreign antitrust Legal Requirements or regulations (collectively, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, “Antitrust Laws”) in connection with the consummation Merger. Subject to Section 5.8(b), the Company and Parent shall: (a) respond as promptly as practicable to: (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation; and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters; (b) use commercially reasonable efforts to take all other actions necessary to cause the expiration or termination of the Share Purchase applicable waiting periods under the Antitrust Laws as soon as practicable; and (c) use commercially reasonable efforts to resolve any objections which may be asserted by any Governmental Body with respect to the Merger under the Antitrust Laws. Subject to Section 5.8(b), in the event any Legal Proceeding is threatened or instituted by any Governmental Body challenging the Merger as violative of Antitrust Laws, each of Parent and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtainavoid the institution of, and or to cooperate with Buyer to promptly obtainresist or resolve, all such authorizationsLegal Proceeding. At the request of Parent, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makeagree to divest, sell, dispose of, hold separate or cause otherwise take or commit to be madetake any action relating to the business, as soon as reasonably practicableproduct lines or assets of any Acquired Company, a response in compliance with provided that any such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider action is: (A) determined by Parent in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, to facilitate compliance with any Legal Requirement or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of request by any Governmental Entity, whether foreign, federal, state, local or municipal in connection with Body; and (B) conditioned upon the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyMerger. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallDuring the continuance of an Event of Default, and shall cause each Company Subsidiary tothe Borrower will, at its expense, promptly execute and filedeliver, or join in cause the execution and filing delivery of, any applicationall applications, notification certificates, instruments, registration statements and all other documents and papers the Administrative Agent may reasonably request or other document that as may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required by Applicable Law in connection with the consummation obtaining of any consent, approval, registration, qualification or authorization of the Share Purchase FCC or of any other Governmental Authority or Person necessary or appropriate for the effective exercise of any rights under this Credit Agreement or any other Fundamental Document. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Borrower shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each FCC License or Authorization held by any of the Transaction Parties. To enforce the provisions of this Section, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority or Person (as applicable) an involuntary transfer of control of each such FCC License or Authorization for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Borrower hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Borrower shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, the Borrower shall further use its best efforts to assist in obtaining approval of the FCC or other Governmental Authority or Person, if required, for any action or transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtainCredit Agreement or any other Fundamental Document including, without limitation, the preparation, execution and to cooperate filing with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer FCC or other Governmental Authority or Person of the assignor's or transferor's portion of any material communication between application or applications for consent to the Company assignment of any FCC License or Authorization or license or the transfer of control necessary or appropriate under the rules and regulations of the FCC or other Governmental Authority or otherwise for the approval of the transfer or assignment of any Governmental Entity regarding portion of the Collateral, together with any FCC License or Authorization held by any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestTransaction Parties. The Company shall direct, in its sole discretion, Borrower acknowledges that the making assignment or transfer of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, each FCC License or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated Authorization held by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect Transaction Parties is integral to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views Administrative Agent's and Lenders' realization of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate value of the Company Shares or any limitation or regulation on Collateral, that there is no adequate remedy at law for failure by the ability Borrower to comply with the provisions of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoingthis Section and that such failure would cause irreparable injury not adequately compensable in damages, an “Antitrust Restraint”). Nothing and therefore agrees that each and every covenant contained in this Section 6.3 shall limit a party’s right may be specifically enforced, and the Borrower hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Acquiror nor any of its Subsidiaries or affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its Subsidiaries or affiliates or the Company or any of its Subsidiaries, or the holding separate of the shares of Company Common Stock or (2ii) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its Subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shall, Subject to the terms and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent conditions of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall , each Constituent Corporation will use commercially reasonable its best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall maketake, or cause to be madetaken, all actions reasonably necessary or advisable under applicable law to consummate the Merger, including (i) making or causing to be made the filings required by law with respect to the Merger as promptly as is practicable, (ii) complying, as soon promptly as is reasonably practicable, with any requests received from a response in compliance governmental body by such Constituent Corporation with respect to the Merger, and (iii) resolving any formal or informal objections of any governmental body with respect to any such request. The Company shall direct, in its sole discretion, filings or the making of such response, but shall consider in good faith the views of the BuyerMerger. (b) Buyer shall promptly execute The Constituent Corporations covenant and fileagree that if any required regulatory approval to consummate the Merger is denied or not obtained, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall Constituent Corporations will use commercially reasonable their best efforts to obtain work together to restructure the Merger to achieve or acquire all required regulatory approvals, it being agreed that in all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform instances the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause benefits sought to be madedelivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making result of such response, but shall consider in good faith the views of the Companyrestructuring. (c) Notwithstanding anything Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporation of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 12 and shall permit the other Constituent Corporation to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any such matter unless it consults with the other Constituent Corporation in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporation the opportunity to attend and participate at such meeting. The Constituent Corporation will coordinate and cooperate fully with each other in exchanging such information and providing such assistance any other Constituent Corporation may reasonably request in connection with the matters set forth in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.Section

Regulatory Approvals. During the Pre-Closing Period, (ai) The the Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company Investor shall use commercially reasonable efforts to obtainmaintain all Liquor Licenses required from any Governmental Body for the ownership, use, or operation of the businesses or properties now owned or operated by the Company or any of its Subsidiaries active and in good standing, with all applicable fees paid, and to cooperate with Buyer to promptly obtain, all such otherwise assist Investor in obtaining those authorizations, Consents or approvals and consents and shall pay any associated filing fees payable by necessary to assure that the Company will retain Liquor Licenses with respect to such authorizationsbusinesses or properties active and in good standing immediately following the Closing, approvals and consents. The (ii) the Company shall promptly inform Buyer cooperate fully with Investor in arranging for the transfer or re-issuance, at Closing if necessary, of any material communication Liquor Licenses, including the execution by the Company of any Consent, notice or similar documents typical examples of which are attached as Exhibit G-1 and Exhibit G-2 or as otherwise may be required by the applicable Liquor Authorities or other appropriate governmental regulatory agency for the Company to operate under a Liquor License at the Restaurants after the Closing and (iii) Investor and the Company shall diligently pursue in good faith the issuance by the Closing Date of any Liquor License as may be required to be obtained by the Company in connection with the transactions contemplated by this Agreement under the Liquor Laws (including promptly responding to all requests and questions from any applicable Liquor Authorities). Concurrently with submission of any such applications and materials, Investor shall provide the Company with a copy thereof (provided that, unless a dispute arises between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Investor under this Agreement with respect to the transactions contemplated herebyInvestor’s efforts to obtain a Liquor License, then Investor shall be entitled to redact any personal information on any application submitted by an individual). Investor shall also provide the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent copies of any Governmental Entity, whether foreign, federal, state, local or municipal correspondence to and from the Liquor Authorities in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementany such Liquor License application. Buyer Investor shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform keep the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any apprised of its affiliates or progress in obtaining any such Liquor Licenses (temporary and/or permanent) for the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Restaurants.

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is may be required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal by law in connection with the consummation obtaining of any Governmental Approval or the consent, approval, registration, qualification or authorization of any other Person deemed necessary or appropriate for the effective exercise of any of the Share Purchase and the other transactions contemplated by rights under this Security Agreement. Buyer Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, such Obligor shall further use its commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and Each Seller shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required to the OCS or the Israeli Investment Center) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, request for the consummation of the Asset Purchase (including the OCS Approval and the consent of the Investment Center in connection with the consummation of the Share Purchase and the other transactions contemplated by this AgreementAsset Purchase). The Company Each Seller shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company such Seller with respect to such authorizations, approvals and consents. The Company Parent shall consult in advance and reasonably co-operate with Acquiror regarding all communications with the OCS. Each Seller shall promptly inform Buyer Acquiror of any material communication between the Company such Seller and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company a Seller or any Subsidiary affiliate of such Seller receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company such Seller shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Each Seller shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required to the OCS or Israeli Investment Center) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Asset Purchase and the other transactions contemplated by this Agreement (including the OCS Approval and the consent of the Investment Center in connection with the consummation of the Asset Purchase). Acquiror and Sellers shall use all reasonable efforts to obtain, as promptly as practicable after the date of this Agreement, the following consents and approvals, and any other consents and approvals that may be required pursuant to Israeli legal requirements in connection with the Asset Purchase: (i) the OCS Approval; and (ii) the Investment Center Approval. Buyer In this connection Acquiror shall provide to the OCS and the Investment Center any information, and shall execute any undertakings, customarily requested by such authorities as a condition to the OCS Approval or Investment Center Approval. Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents for the Asset Purchase and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company Parent of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyParent. (c) Notwithstanding anything in this Agreement to the contrary, if any consents and approvals that may be required pursuant to Israeli legal requirements in connection with the consummation of the Asset Purchase contain conditions that are not acceptable to Acquiror, or if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of may violate any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or the Company or its Subsidiariesany Purchased Assets, (2) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares Purchased Assets or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to exercise full rights of ownership of with respect to the Company Shares Purchased Assets (any of the foregoing, an “Antitrust Restraint”) (provided that any customary and standard forms of undertaking or right and obligation transfer declaration required to be given by Acquiror Sub with respect to compliance with the OCS Law for the purpose of obtaining the OCS Approval shall be deemed a condition that is acceptable to Acquiror and shall not constitute an Antitrust Restraint hereunder). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the As soon as practicable after execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent delivery of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company , Buyer and Sellers shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, make all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any filings required (if any) under applicable Laws for consummation of the transactions contemplated hereby. If In addition, Buyer and Sellers will each furnish as promptly as practicable all information as may be reasonably required by any federal or state regulatory agency properly asserting jurisdiction in order that the Company requisite approvals for the transactions contemplated hereby may be obtained or to cause any Subsidiary receives applicable waiting periods to expire. Sellers and Buyer will, as soon as practicable, use commercially reasonable efforts to take, or cause to be taken, all action required to obtain as promptly as practicable all necessary Permits, consents, approvals, authorizations and agreements of, and to give all notices and reports and make all other filings with, any formal governmental or informal request for supplemental information regulatory authority, necessary to authorize, approve or documentary material from any Governmental Entity with respect to permit the consummation of the transactions contemplated hereby, then the Company and Buyer and Sellers shall make, or cause to be made, as soon as reasonably practicable, a response in compliance cooperate with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider each other in good faith with respect thereto. To the views of the Buyer. (b) extent such documents are publicly available, Buyer and Sellers shall promptly execute provide to each other copies of all applications, documents, correspondence and filewritten comments that each of them or any of their Affiliates files with, sends to or receives from any regulatory or governmental agency, or join in the execution and filing of, any application, notification staff or other document that is required in order to obtain the authorization, approval or consent supervisory agents of any Governmental Entityof them, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase relating to this Agreement and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer herein, including any applications filed for the purpose of obtaining any necessary regulatory consents, approvals or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestwaivers. Buyer shall directand each Seller represents and warrants that all information concerning it, in its sole discretionAffiliates or their respective directors, the making of such responseofficers, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted shareholders and subsidiaries (or threatened to be institutedsubmitted for inclusion) challenging in any transaction contemplated by this Agreement as violative of any federal, state such application or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer filing shall be under no obligation to make proposalstrue, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied correct and complete in all material respects with its obligations under this Section 6.3respects.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be is necessary in order to obtain the authorization, approval Approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals Approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals Approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required may be necessary in order to obtain the authorization, approval Approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals Approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals Approvals and consents. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate Affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act and Applicable Laws of Germany) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if . If any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federalApplicable Law, state Acquiror shall use commercially reasonable efforts to defend such action or foreign statutesproceeding; provided, ruleshowever, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have that neither Acquiror nor any obligation to litigate of its Subsidiaries or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer affiliates shall be under no any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1a) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its subsidiaries or affiliates or the Company or its any of the Company Subsidiaries, or the holding separate of the shares of Company Common Stock or (2b) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shall, and Buyer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, provincial, local or municipal (including to the extent required under any laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade), which may be required in connection with the consummation of the Share Purchase Closing, at Buyer’s sole cost and the other transactions contemplated by this Agreementexpense. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consentsconsents as promptly as reasonably practicable and cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated herebyTransactions and permit Company and its Representatives (including outside counsel) to review any communication given by it to, and consult with in advance of any meeting or conference with, any Governmental Authority, and to the extent permitted by such Governmental Authority, give Representatives of Company the opportunity to attend and participate in such meetings and conferences (or, in the event any of Company’s Representatives are prohibited from participating in or attending any such meetings or conferences, Buyer shall keep Company and its Representatives promptly and reasonably apprised with respect thereto). If Buyer or any affiliate Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyTransactions, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestrequest following consultation with the Company. Buyer If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the Transactions, whether prior to the Closing or after the Closing, each Party shall direct, in its sole discretion, the making arrange for Representatives of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement Party to be present for such hearing or meeting. If any objections are asserted with respect to the contrary, Transactions under any Applicable Law or if any administrative or judicial action or proceeding Legal Proceeding is instituted (or threatened to be instituted) by any applicable Governmental Authority or any private Person challenging any transaction of the Transactions contemplated by this Agreement or any Ancillary Agreements as violative of any federalApplicable Law or which would otherwise prevent, state materially impede or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.materially delay the

Regulatory Approvals. (a) Each of the Company and Subscriber made filings with respect to the purchase by Subscriber of the Subscribed Shares under the HSR Act on August 19, 2020. The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any other application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust Laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase and the other transactions Subscription contemplated by this Agreementhereby. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Subscriber to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer give Subscriber reasonable advance notice of any material communication between the Company and any Governmental Entity Authority regarding such filings, and, to the extent permitted by the applicable Governmental Authority, allow Subscriber to attend, to participate at, and to provide input into, any of meeting, telephone call or any other communication with any Governmental Authority with respect to any filing, investigation, possible resolution or commitment or other inquiring or proceeding related to the transactions contemplated herebyTransactions. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebySubscription, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall provide Subscriber with advance notice of such request and consult with and consider in good faith the views of the BuyerSubscriber in its response. (b) Buyer Subscriber shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust Laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Authority that may be reasonably required in connection with the consummation of the Share Purchase and the other transactions Subscription contemplated by this Agreementhereby. Buyer Subscriber shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer Subscriber shall promptly inform give the Company reasonable advance notice of any material communication between Buyer Subscriber and any Governmental Entity Authority regarding such filings, and, to the extent permitted by the applicable Governmental Authority, allow the Company to attend, to participate at, and to provide input into, any meeting, telephone call or any other communication with any Governmental Authority with respect to any filing, investigation, possible resolution or commitment or other inquiring or proceeding related to the Transactions. Prior to the date hereof, Subscriber has paid the filing fees for the notification filing required under the HSR Act for the purchase by Subscriber of the transactions contemplated herebySubscribed Shares. If Buyer Subscriber or any affiliate Affiliate of Buyer Subscriber receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyinvestment, then Buyer Subscriber shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Subscriber shall direct, in its sole discretion, the making of such response, but shall provide the Company with advance notice of such request and consider in good faith the views of the CompanyCompany in its response. (c) Notwithstanding anything to the contrary in this Agreement Agreement, neither Subscriber nor the Company shall be required to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or court action that may be instigated by any decree, judgment, injunction Governmental Authority or other order, whether temporary, preliminary Person seeking to enjoin or permanent; and otherwise prevent the consummation of the transactions contemplated by this Agreement or be required to enter into any consent decree or other agreement to avoid the commencement of such litigation or (ii) Buyer shall be under no obligation agree to make proposalshold separate, execute or carry out agreements or submit to orders providing for (1) the saledivest, license or other disposition or holding separate (through cause a third party to purchase any of the establishment of a trust or otherwise) of any assets or categories businesses of assets of Buyer the Company, Subscriber or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3respective Affiliates.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Acquiror nor any of its Subsidiaries or affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its Subsidiaries or affiliates or the Company or any of its Subsidiaries, or the holding separate of the shares of Company Common Stock or (2ii) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its Subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent with respect to such authorizations, approvals and consents. Buyer Parent shall promptly inform the Company of any material communication between Buyer Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding Action is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Law, it is expressly understood and agreed thatthat neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and , or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates Subsidiaries or Affiliates (including the Surviving Corporation) or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of Capital Stock. Both the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate Company and the Parent believe the transactions contained within this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3neither violate the HSR Act or any antitrust laws.

Regulatory Approvals. (a) The In furtherance and not in limitation of the foregoing, each of Parent, the Company shall, Shareholders and the Company shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether U.S. federal, state, local or foreignnon-U.S., which that may be reasonably required, or which Buyer that Parent may reasonably request, in connection with the consummation of the Share Purchase transactions contemplated hereby. Each of Parent, the Company Shareholders and the other transactions contemplated by this Agreement. The Company shall use commercially its respective reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Each of Parent, the Company Shareholders and the Company shall promptly inform Buyer the other of any material communication between Parent, the Company Shareholders or the Company (as applicable) and any Governmental Entity regarding any of the transactions contemplated hereby. If Parent, the Company Shareholders or the Company or any Subsidiary receives Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Parent, the Company Shareholders or the Company (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Each of Parent, the Company Shareholders and the Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyerother. (b) Buyer Without limiting the generality or effect of Section 7.2(a), each of Parent, the Company Shareholders and the Company shall, as soon as practicable, and in any event no later than ten (10) business days after the date hereof, make any initial filings required under the HSR Act. The parties hereto shall promptly execute consult and filecooperate with one another, or join and consider in good faith the execution and filing ofviews of one another, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the consummation HSR Act or any other federal or state antitrust or fair trade law. Each of Parent, the Share Purchase Company Shareholders and the other transactions contemplated by this Agreement. Buyer Company shall use commercially its respective reasonable best efforts to obtain all resolve such authorizationsobjections, approvals and consents and shall pay any associated filing fees payable if any, as may be asserted by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in by this Agreement to under the contraryAntitrust Laws. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federalAntitrust Law, state or foreign statuteseach of Parent, rules, regulations, orders or decrees that are designed the Company Shareholders and the Company shall cooperate and use its respective reasonable best efforts to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood contest and agreed that: (i) Buyer shall not have resist any obligation to litigate or contest any administrative or judicial such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of any of the transactions contemplated hereby, unless Parent, the Company Shareholders and the Company shall agree in writing that litigation is not in their respective best interests. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that none of Parent, the Company Shareholders or the Company shall have any obligation to litigate any administrative or judicial action or proceeding or any Order beyond the earlier of (i) sixty (60) days after the date hereof and (ii) Buyer the date of a ruling preliminarily enjoining any of the transactions contemplated hereby issued by a court of competent jurisdiction. Each of Parent, the Company Shareholders and the Company shall use its respective reasonable best efforts to take such actions as may be required to cause the expiration of the notice periods under no obligation the HSR Act or other Antitrust Laws with respect to make proposalssuch transactions as promptly as possible after the execution of this Agreement. Parent, execute the Company Shareholders and the Company shall take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Entity with jurisdiction over the enforcement of any applicable Laws regarding the transactions contemplated hereby: (i) entering into negotiations; (ii) providing information required by law or carry out agreements or submit governmental regulation; and (iii) substantially complying with any second request for information pursuant to orders providing for the Antitrust Laws. (1c) Notwithstanding anything to the salecontrary set forth herein, license Parent shall not be required to (i) agree to any license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) ), of shares of capital stock or of any business, assets or categories property of assets Parent, or of Buyer or any of its affiliates or the Company or its SubsidiariesAffiliates, (2) or the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates them to freely conduct their business businesses or to own or exercise control of such assets, properties and stock, or (3ii) the holding separate of the Company Shares take any action under this Section 7.2, Section 7.1 or any limitation other provision of this Agreement if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or regulation on the ability authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3transactions contemplated hereby.

Regulatory Approvals. As promptly as practicable after the date of this Agreement, Parent and the Company shall (a) The Company shalleach prepare and file the notification required of it under the HSR Act within ten (10) Business Days after the date hereof, and shall cause (b) as promptly as reasonably practicable, prepare and file any notification required by any other Governmental Authority and listed on Schedule 9.05, in each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably requestcase, in connection with the consummation Transactions and shall promptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission, U.S. Department of Justice, or any other Governmental Authority in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Authorities. Each party hereto will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and will use reasonable best efforts to cause the expiration or termination of the Share Purchase applicable waiting periods as soon as practicable. Parent and the Company will each promptly furnish to the other transactions contemplated by this Agreement. The Company shall such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Laws and will use commercially reasonable best efforts to obtaincause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as practicable. Parent and the Company will each promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority, on the other hand, with respect to cooperate with Buyer to promptly obtainthis Agreement or the Transactions. Without limiting the foregoing, all such authorizations, approvals Parent and consents and shall pay any associated filing fees payable by the Company shall: (i) promptly inform the other of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, or any other Governmental Authority regarding the Transactions; (ii) permit each other to review in advance any proposed substantive written communication to any such Governmental Authority and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Action with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer transactions; (iv) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any material communication filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; (v) keep each other reasonably informed as to the status of any such Action; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between the Company such party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity regarding any of Authority, on the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity other hand, in each case, with respect to this Agreement and the transactions contemplated hereby, then Transactions. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 9.05 as “outside-counsel only.” Any such materials, as well as the information contained therein, shall makebe provided only to a receiving party’s outside counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views directors of the Buyer. receiving party without the advance written consent of the party supplying such materials or information. Parent shall pay 100% of any filing fees required by Governmental Authorities, including filing fees in connection with filings under the HSR Act. Parent, First Merger Sub and Second Merger Sub (band their respective Affiliates, if applicable) Buyer shall promptly execute and filenot, either alone or join acting in concert with others, take any action that could reasonably be expected to materially increase the execution and filing of, any application, notification risk of not achieving or other document that is required in order to obtain materially delaying the authorization, approval or consent of any Governmental EntityAuthority, whether foreignor the expiration or termination of any waiting period under the HSR Act or other Antitrust Laws, federalincluding by acquiring or offering to acquire any other person, stateor the assets of, local or municipal equity in, any other person. In furtherance and not in connection with the consummation limitation of the Share Purchase foregoing, if and to the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts extent necessary to obtain all such authorizationsclearance of the Transactions pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions, approvals each of Parent, First Merger Sub and consents Second Merger Sub shall (a) offer, negotiate, commit to and shall pay any associated filing fees payable effect, by Buyer with respect to such authorizationsconsent decree, approvals and consents. Buyer shall promptly inform hold separate order or otherwise, (i) the Company sale, divestiture, license or other disposition of any material communication between Buyer and any Governmental Entity regarding any all of the transactions contemplated hereby. If Buyer capital stock or any affiliate of Buyer receives any formal other equity or informal request for supplemental information voting interest, assets (whether tangible or documentary material from any Governmental Entity with respect to the transactions contemplated herebyintangible), then Buyer shall makerights, products or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views businesses of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer any other restrictions on the activities of the Company; provided that Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not be under no obligation required to make proposals, execute or carry out agreements or submit to orders providing for take (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or and the Company shall not take, without the prior written consent of Parent) any action, individually or its Subsidiariesin the aggregate, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.39.05 if such action would result in a material adverse effect on the Company (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section 9.05(a) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and (b) use reasonable best efforts to contest, defend and appeal any legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement, Parent Ancillary Agreement or Merger Sub Ancillary Agreement. The Each of the Company and Parent shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer Xxxxxx and Merger Sub to promptly obtain, all such authorizations, approvals and consents from Governmental Authorities and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company Each party shall promptly inform Buyer the other party of any material communication between the Company such party and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and provide a copy of such communication if it is in writing. If the Company any party or any Subsidiary of its respective Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company such party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company parties (a) shall directconsult with and cooperate with each other in advance of any written or oral communication to any Governmental Authority, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer except as prohibited by applicable Law or Governmental Authority, shall promptly execute not submit any such written communication unless it is in form and filesubstance satisfactory to the other party and (c) shall not participate in any substantive meeting or discussion with any Governmental Authority in respect of any investigation or inquiry concerning the transactions contemplated hereby unless such party consults with the other party in advance and, except as prohibited by applicable Law or join in Governmental Authority, gives Parent the execution opportunity to attend and filing ofparticipate thereat. Each of the Company and Parent shall use reasonable best efforts to resolve questions or objections, any applicationif any, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAuthority. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Without limiting the generality of the foregoing, each party shall provide to the other party (or its respective advisors) upon request copies of all correspondence between such party and any Governmental Entity relating to the Merger. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meeting with a Governmental Entity regarding the Merger shall include representatives of Acquiror and the Company. Subject to applicable law, the parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the Merger by or on behalf of any party. The foregoing provisions of this Section 5.4(c) shall not be applicable to the matters described in the following Section 5.4(d). (d) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or the Company or its SubsidiariesCompany, (2) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 5.4 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.35.4.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license license, transfer or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or the Company or its Subsidiaries, (2) the discontinuation of any product or service of Acquiror or any of its Affiliates or the Company or any of its Subsidiaries, (3) the licensing or provision of any technology, software or other Intellectual Property of Acquiror or any of its Affiliates or the Company or any of its Subsidiaries to any Person, (4) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates Affiliates to freely conduct their business or own such their respective assets, or (35) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 5.4 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.35.4.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly Symantec will execute and file, or join assist in the execution and filing offiling, of any application, notification application or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entitygovernmental body, whether federal, state, local or foreign, foreign which may be reasonably requiredrequired under the laws of the United States or otherwise, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase transactions provided for in this Agreement. Symantec will use reasonable efforts to obtain or assist Buyer in obtaining all such authorizations, approvals and consents, and Buyer agrees to pay the other reasonable costs for the same. Without limiting the generality of the foregoing, Symantec and Buyer shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the transactions contemplated by this Agreement. The Company Symantec and Buyer shall use commercially reasonable efforts respond as promptly as practicable to obtain, (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and to cooperate (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of Symantec and Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by (1) give the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer other party prompt notice of the commencement of any material communication between the Company and proceeding by or before any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity governmental body with respect to the transactions contemplated herebyby this Agreement, then (2) keep the Company shall makeother party informed as to the status of any such proceeding, and (3) promptly inform the other party of any communications to or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretionfrom the Federal Trade Commission, the making Department of such responseJustice or any other governmental body regarding the transactions contemplated by this Agreement. Symantec and Buyer will consult and cooperate with one another, but shall and will consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and fileone another, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any proceeding under or relating to the consummation HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any governmental body, in connection with any proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar proceeding, each of Symantec and Buyer will permit authorized Representatives of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause party to be madepresent at each meeting or conference relating to any such proceeding and to have access to and be consulted in connection with any document, as soon as reasonably practicable, a response opinion or proposal made or submitted to any governmental body in compliance connection with any such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Companyproceeding. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company Sellers’ Agent shall, and shall cause each the Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Purchaser may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Sellers’ Agent shall, and shall cause the Company shall to use commercially reasonable efforts to obtain, and to cooperate with Buyer Purchaser to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Sellers’ Agent shall, and shall cause the Company shall to, promptly inform Buyer Purchaser of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Sellers’ Agent shall cause the Company shall to make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Sellers’ Agent shall cause the Company shall to direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchaser. (b) Buyer Purchaser shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Purchaser shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Purchaser with respect to such authorizations, approvals and consents. Buyer Purchaser shall promptly inform the Company of any material communication between Buyer Purchaser and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Purchaser or any affiliate Affiliate of Buyer Purchaser receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Purchaser shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Purchaser shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Purchaser shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Purchaser or any of its affiliates Affiliates or the Company or its SubsidiariesCompany, (2) the imposition of any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates Affiliates to freely conduct their business or own such assets, or (3) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 5.2 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.35.2.

Regulatory Approvals. (a) The Company shallDuring the continuance of an Event of Default, and shall cause each Company Subsidiary tothe Borrower will, at its expense, promptly execute and filedeliver, or join in cause the execution and filing delivery of, any applicationall applications, notification certificates, instruments, registration statements and all other documents and papers the Administrative Agent may reasonably request or other document that as may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required by applicable law in connection with the consummation obtaining of any consent, approval, registration, qualification or authorization of the Share Purchase FCC or of any other Governmental Authority or Person necessary or appropriate for the effective exercise of any rights under this Credit Agreement or any other Fundamental Document. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Borrower shall take any action which the Administrative Agent may reasonably request in order to transfer and assign to the Administrative Agent, or to such one or more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each FCC License, Permit or other similar right or license. To enforce the provisions of this Section, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC or other Governmental Authority or Person (as applicable) an involuntary transfer of control of each such FCC License, Permit or similar right or license for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Borrower hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Borrower shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, the Borrower shall further use its best efforts to assist in obtaining approval of the FCC or other Governmental Authority or Person, if required, for any action or transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company Credit Agreement or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyother Fundamental Document including, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretionwithout limitation, the making of such responsepreparation, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification with the FCC or other document that is required in order to obtain Governmental Authority or Person of the authorization, approval assignor's or consent transferor's portion of any application or applications for consent to the assignment of any FCC License, Permit or similar right or license or the transfer of control necessary or appropriate under the rules and regulations of the FCC or other Governmental EntityAuthority or otherwise for the approval of the transfer or assignment of any portion of the Collateral, whether foreigntogether with any FCC License, federalPermit or similar right or license. The Borrower acknowledges that the assignment or transfer of each FCC License, statePermit or similar right or license is integral to the Administrative Agent's and Lenders' realization of the value of the Collateral, local or municipal in connection that there is no adequate remedy at law for failure by the Borrower to comply with the consummation provisions of the Share Purchase this Section and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all that such authorizationsfailure would cause irreparable injury not adequately compensable in damages, approvals and consents therefore agrees that each and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing every covenant contained in this Section 6.3 shall limit a party’s right may be specifically enforced, and the Borrower hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be is necessary in order to obtain the authorization, approval or consent of any all Governmental EntityApprovals, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents Governmental Approvals and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consentsGovernmental Approvals. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityApprovals, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents Governmental Approvals and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consentsGovernmental Approvals. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c. Notwithstanding the foregoing provisions of this Section 5.4(b) Notwithstanding and anything else in this Agreement Agreement, nothing contained herein shall be deemed to require Acquiror, Sub or any of their affiliates to (and the contraryCompany shall not without Acquiror’s prior written consent agree to) take any action, if or commit to take any administrative action, or judicial action agree to any condition, requirement or proceeding is instituted (or threatened restriction in connection with obtaining any Governmental Approvals that would reasonably be expected to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation be materially burdensome to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or (following the Company or its Subsidiaries, (2Effective Time) to the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assetsCompany, or (3ii) result in a Material Adverse Effect on the holding separate business of the Company Shares after giving effect to the transactions contemplated hereby ((i) or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoingii), an a “Antitrust RestraintMaterially Burdensome Regulatory Condition”). Nothing in this Section 6.3 shall limit a party’s right ; provided that the Acquiror promptly take all commercially reasonable actions to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with obtain its obligations under this Section 6.3Governmental Approvals without the Materially Burdensome Regulatory Condition.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act, the RTPA or other applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Purchaser may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement, including an OCS Notice. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Purchaser to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Purchaser of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchaser. (b) Buyer Parent and Purchaser shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act, the RTPA or other applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Parent and Purchaser shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent or Purchaser with respect to such authorizations, approvals and consents. Buyer Parent and Purchaser shall promptly inform the Company of any material communication between Buyer Parent or Purchaser and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Parent or Purchaser or any affiliate of Buyer Parent or Purchaser receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Parent and Purchaser shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Parent and Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer neither Purchaser nor the Company or the Company Shareholder shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer neither Purchaser nor the Company or the Company Shareholder shall be under no any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license license, transfer or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer such party or any of its affiliates Affiliates or the Company, (2) the discontinuation of any product or service of such part or any of its Affiliates or the, (3) the licensing or provision of any technology, software or other Intellectual Property of such party or any of its Affiliates or the Company or its Subsidiariesto any Person, (24) the imposition of any limitation or regulation on the ability of Buyer such party or any of its affiliates Affiliates to freely conduct their business or own such their respective assets, or (3) the holding separate of the Company Ordinary Shares or any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates Affiliates to exercise full rights of ownership of the Company Ordinary Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Macrovision shall cause each Company Subsidiary to, use commercially reasonable efforts to promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Macrovision Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Macrovision shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Macrovision with respect to such authorizations, approvals and consents. The Company Macrovision shall promptly inform Buyer the Company of any material communication between the Company Macrovision and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Macrovision or any Subsidiary Affiliate of Macrovision receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Macrovision shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Macrovision shall directuse its commercially reasonable efforts to contest any Antitrust Order that restricts, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, prevents or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with prohibits the consummation of the Share Purchase and the Merger or any other transactions contemplated by this Agreement. Buyer Agreement under any applicable antitrust law; provided, however, Macrovision shall use commercially reasonable efforts not be obligated to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect agree to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect consent to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) judgment that would result in the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets material asset or categories material category of assets of Buyer Macrovision and its Subsidiaries taken as a whole or (ii) any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any material limitation or regulation on the ability of Buyer or any Macrovision to conduct the business of Macrovision and its affiliates to freely conduct their business or own such assets, or (3) the holding separate Subsidiaries as of the Company Shares date hereof or any limitation to acquire, hold or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any Capital Stock. Macrovision shall consult and cooperate with the Company, and consider in good faith the views of the foregoingCompany, and provide to the Company in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals prepared for submission to a government agency in connection with an “Antitrust Restraint”). Nothing antitrust filing relating to the Merger and made or submitted by or on behalf of Macrovision hereto in this Section 6.3 shall limit a party’s right connection with proceedings under or relating to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3any antitrust law.

Regulatory Approvals. (a) The Company shall, and Buyer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval waiting period expiration or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorizationtermination, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Equity Purchase and the other transactions contemplated by this Agreement or any Buyer Ancillary Agreement. Buyer shall use commercially reasonable best efforts to obtain all such authorizations, waiting period expirations or terminations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, waiting period expirations or terminations, approvals and consents. Buyer shall promptly inform the Company Parent of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and shall provide Parent reasonable advance notice of the nature and substance of any planned communication with any Governmental Authority. If Buyer or any affiliate Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretionfollowing the prior review of any proposed response with, the making of such response, but shall and consider in good faith the views of, Parent. The parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.2 or under Section 6.5 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the Company. (c) recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by any Governmental Authority challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders regulations or decrees Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)trade, it is expressly understood and agreed that: (ia) Buyer shall not have any obligation to litigate or contest any administrative Action or judicial action or proceeding or any decree, judgment, injunction or other orderOrder, whether temporary, preliminary or permanent; provided that Buyer shall not have any obligation to file any lawsuit against any Governmental Authority with respect thereto; and (iib) Buyer shall not be under no any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, transfer, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets material assets, categories of assets, operations or categories of assets operations of Buyer or any of its affiliates subsidiaries or the Company other Affiliates or its Subsidiariesany Target, (2) the discontinuation of any product or service of Buyer or any of its subsidiaries or other Affiliates or any Target, (3) the licensing or provision of any technology, software or other Intellectual Property of Buyer or any of its subsidiaries or other Affiliates or any Target to any Person, (4) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates subsidiaries or other Affiliates to freely conduct their business or own such assetstheir respective assets (including the assets of Target and the Business), or (35) the holding separate of any assets of any Target or the Company Shares Business or any limitation or regulation on the ability of Buyer or any of its affiliates subsidiaries or other Affiliates to exercise full rights of ownership of the Company Shares Business (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallIn furtherance and not in limitation of the terms of Section 4.3, each of the Company, its Subsidiaries and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer that Parent may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby. The Each of the Company and Parent shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The To the extent permitted by applicable Legal Requirements, each of the Company and Parent shall promptly inform Buyer the other of any material communication between the Company or Parent (as applicable) and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or Parent or any Subsidiary receives affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyerother. (b) Buyer shall promptly execute and file, Notwithstanding the foregoing or join anything to the contrary set forth in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals it is expressly understood and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform agreed that (i) neither Parent nor the Company of shall have any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect obligation to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if litigate any administrative or judicial action or proceeding is instituted (or threatened to that may be instituted) challenging any transaction brought in connection with the transactions contemplated by this Agreement as violative of any federalAgreement, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Parent shall not be under no obligation required to make proposals(A) agree to any license, execute or carry out agreements or submit to orders providing for (1) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) ), of shares of capital stock or of any business, assets or categories property of assets Parent, or of Buyer or any of its affiliates or the Company or its Subsidiariesaffiliates, (2) or the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates them to freely conduct their business businesses or to own or exercise control of such assets, properties and stock, or (3B) the holding separate of the Company Shares take any action under Section 4.3, this Section 4.4 or any limitation or regulation on the ability other provision of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant if any Governmental Authority that has the authority to Section 8.1(b) if such party hasenforce any Antitrust Law seeks, until such dateor authorizes its staff to seek, complied in all material respects with its obligations under a preliminary injunction or restraining order to enjoin consummation of any transaction contemplated by this Section 6.3Agreement.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary its Subsidiaries to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall, and shall cause its Subsidiaries to, make all filings required of it under the HSR Act or other antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable (with the initial such filing to be made no more than five Business Days after the Agreement Date, unless the Company and Parent mutually agree to a later date) and shall comply as soon as reasonably practicable and to the extent necessary with any formal or informal request under the HSR Act or other antitrust Laws for additional information, documents or other materials received from the Federal Trade Commission, Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent and Merger Sub to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents; provided that Parent shall be responsible for the payment of 50% of the filing fees associated with any filing under the HSR Act. The Company shall promptly inform Buyer Parent of any material communication between any of the Company Acquired Companies and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If any of the Company Acquired Companies or any Subsidiary of their Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall, and shall directcause its Subsidiaries to, consult with and cooperate with Parent in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent advance of any such written or oral communication to any Governmental EntityAuthority. The Company shall, whether foreignand shall cause its Subsidiaries to, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizationsresolve questions or objections, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizationsif any, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAuthority. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Acquirer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer the Company may reasonably request, in connection with the consummation of the Share Purchase Mergers and the other transactions contemplated by this Agreement. Acquirer shall use commercially reasonable efforts to obtain, and to cooperate with the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by Acquirer, the Final Surviving LLC or the Company with respect to such authorizations, approvals and consents. Acquirer shall promptly inform the Company of any material communication between Acquirer and any Governmental Entity regarding the Mergers or any other transaction contemplated by this Agreement. If Acquirer or any of its Affiliates receives any formal or informal request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (b) The Company shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Acquirer may reasonably request, in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquirer to promptly obtain, all such authorizations, approvals and consents and shall pay pay, subject to the provisions of Section 5.8, any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquirer of any material communication between the Company and any Governmental Entity regarding the Mergers or any of the transactions other transaction contemplated herebyby this Agreement. If the Company or any Subsidiary of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAcquirer. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative in violation of any federal, state or foreign statutes, rules, regulations, orders or decrees laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquirer shall not have any obligation to litigate or contest or remove any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquirer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquirer, the Company or any of its affiliates their respective Subsidiaries or the Company or its SubsidiariesAffiliates, (2B) the imposition of any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to freely conduct their business or own or exercise control of such assets, or (3C) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock, or (D) any other limitation on the complete and absolute authority of Acquirer to cause the Final Surviving LLC and each of its subsidiaries to operate its business and conduct its affairs as determined in Acquirer’s sole and absolute discretion (each of the foregoingrestraints or limitations referred to in clauses “(A)” through “(D)” above being referred to herein as, an “Antitrust Restraint”). Nothing in this Section 6.3 5.18 shall limit a partyAcquirer’s or the Company’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party Acquirer or the Company, as applicable, has, until such date, complied in all material respects with its obligations under this Section 6.35.18.

Regulatory Approvals. (a) The Company Seller shall, and shall cause each Company Subsidiary of Seller to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. the consummation of the Share Purchase and the other transactions contemplated by this AgreementTransaction. The Company Seller shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Seller with respect to such authorizations, approvals and consents. The Company Seller shall promptly inform Buyer of any material communication between the Company Seller and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Seller or any Subsidiary affiliate of Seller receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Seller shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Seller shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this AgreementTransaction. Buyer shall use commercially reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company Seller of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanySeller. (c) Notwithstanding anything in this Agreement Seller and each Subsidiary of Seller shall use their best efforts to apply for all export licenses and other approvals (on substantially the terms set forth on Schedule 6.3(c)) required to consummate the Transaction under the applicable provisions of United States export control laws and regulations, including but not limited to the contraryExport Administration Act and implementing Export Administration Regulations. Buyer acknowledges that Seller shall apply for such export licenses and approvals and upon Seller’s request, if any administrative or judicial action or proceeding is instituted (or threatened Buyer shall use its best efforts to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed provide all materials and/or documentation necessary to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood obtain such export licenses and agreed that: approvals. Buyer shall also use its best efforts to (i) Buyer shall take all actions necessary to obtain such export licenses and approvals, including but not have limited to all actions requested by any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; Governmental Authority and (ii) Buyer shall be under no obligation to make proposalscomply with all terms, execute or carry out agreements or submit to orders providing for (1) the saleconditions, license or other disposition or holding separate (through the establishment of a trust or otherwise) restrictions and limitations of any assets or categories of assets of Buyer or any of its affiliates or and all such export licenses and approvals, and with the Company or its Subsidiaries, Export Administration Regulations. (2d) Seller shall file a notice concerning the imposition of any limitation or regulation Transaction with the Committee on Foreign Investment in the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or United States (3the “CFIUS”) under the holding separate of Exon-Fxxxxx Amendment (the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust RestraintAmendment”). Nothing in * * * Confidential treatment has been requested for portions of this Section 6.3 shall limit a party’s right exhibit. The copy filed herewith omits the information subject to terminate the confidential request. Omissions are designated as * * *. A complete version of this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects exhibit has been filed separately with its obligations under this Section 6.3the Securities and Exchange Commission.

Regulatory Approvals. (a) The Selling Stockholders shall cause the Company to use its commercially reasonable efforts to, and the Parent shall, and shall cause each Company Subsidiary to, promptly execute and use commercially reasonable efforts to file, or join in as soon as practicable after the execution Agreement Date, all notices, reports and filing of, any application, notification or other document that may documents required to be necessary in order to obtain the authorization, approval or consent of filed with any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection Body with respect to the consummation of the Control Share Purchase and the other transactions contemplated by this Agreement and each Related Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to submit promptly obtain, all any additional information requested by any such authorizations, approvals and consents and Governmental Body. The Selling Stockholders shall pay any associated filing fees payable by cause the Company with respect to, and the Parent shall, respond as promptly as practicable to such authorizations, approvals and consents. The Company shall promptly inform Buyer of (i) any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company inquiries or any Subsidiary receives any formal or informal request for supplemental information or documentary material requests received from any Governmental Entity Body for additional information or documentation and (ii) any inquiries or requests received from any Governmental Body in connection with antitrust or related matters. The Selling Stockholders shall cause the Company to, and the Parent shall, (i) give the other party prompt notice of the commencement of any Legal Proceeding by or before any Governmental Body with respect to the Control Share Purchase or any of the other transactions contemplated herebyby this Agreement, then (ii) keep the other party informed as to the status of any Legal Proceeding, and (iii) promptly inform the other party of any communication to or from any Governmental Body regarding the Control Share Purchase. The Selling Stockholders shall cause the Company shall maketo, or cause to be madeand the Parent will, as soon as reasonably practicableconsult and cooperate with one another, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Legal Proceeding under or relating to any applicable antitrust or fair trade law. In addition, except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any Legal Proceeding under or relating to any other federal or state antitrust or fair trade law or any other similar Legal Proceeding, the BuyerSelling Stockholders and the Parent agree to permit authorized Representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Legal Proceeding. (b) Buyer shall promptly execute and file, or join Notwithstanding anything to the contrary contained in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer , neither the Parent nor any of its Subsidiaries shall use commercially reasonable efforts have any obligation under this Agreement to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding do any of the transactions contemplated hereby. If Buyer following (or cause the other to do any affiliate of Buyer receives the following): (i) to dispose or cause any formal of its Subsidiaries to dispose of any assets; (ii) to discontinue or informal request for supplemental information cause any of its Subsidiaries to discontinue offering any product; (iii) to license or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall makeotherwise make available, or cause any of its Subsidiaries to be madelicense or otherwise make available, as soon as reasonably practicableto any Person, a response in compliance with such request. Buyer shall directany technology, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction software or other order, whether temporary, preliminary Intellectual Property; (iv) to hold separate or permanentcause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date); and or (iiv) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit cause any of its Subsidiaries to orders providing for make any commitment (1) the sale, license or other disposition or holding separate (through the establishment of a trust to any Governmental Body or otherwise) of any assets or categories of assets of Buyer or any of regarding its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3future operations.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. Buyer Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent with respect to such authorizations, approvals and consents. Buyer Parent shall promptly inform the Company of any material communication between Buyer Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer Parent shall use commercially reasonable efforts to resolve questions or any affiliate objections, if any, of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestAuthority. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates Subsidiaries or Affiliates (including the Surviving Corporation) or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The If not filed prior to the date of the Agreement, the Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in no later than two (2) Business Days following the execution and of this Agreement, make the initial filing of, any application, notification or other document that may be necessary in order to obtain required from the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, Company under the HSR Act in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreementhereby. Acquiror shall pay all filing fees associated with the above filings, applications, or notifications. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay approvals, clearances, consents, actions, or non-actions of any associated filing fees payable by Governmental Entity in connection with the above filings, applications, or notifications and, for further clarity, each of the Company and Acquiror shall request early termination of any waiting periods associated with respect to such authorizationsfilings, approvals and consentsapplications or notifications. The Company shall promptly inform Buyer Acquiror of any material communication between the Company (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Merger or the other transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views and input of the BuyerAcquiror. (b) Buyer If not filed prior to the date of the Agreement, Acquiror shall promptly execute and file, or join in no later than two (2) Business Days following the execution and of this Agreement, make the initial filing of, any application, notification or other document that is required in order to obtain from the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Company under the HSR Act in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreementhereby. Buyer Acquiror shall pay all filing fees associated with the above filings, applications, or notifications. Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay approvals, clearances, consents, actions, or non-actions of any associated filing fees payable by Buyer Governmental Entity in connection with respect to such authorizationsthe above filings, approvals and consentsapplications, or notifications. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror (including its representatives, counsel, or consultants) and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate Affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views and input of the Company. (c) Notwithstanding anything in The Company and Acquiror shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and, to the contraryextent permissible, if promptly furnish the other with copies of notices or other communications between the Company (including its representatives and counsel) or Acquiror (including its representatives, counsel and Subsidiaries), as the case may be, and any third party and/or Governmental Entity with respect to such transactions. The Company and Acquiror shall keep each other timely appraised of any inquiries or requests for additional information from any Governmental Entity pursuant to any Antitrust Law, to the extent permissible and shall use its commercially reasonable efforts to comply promptly with any such inquiry or request. The Company, on the one hand, and Acquiror, on the other hand, shall permit counsel for the other party reasonable opportunity to review in advance, to the extent permissible, and consider in good faith the views and input of the other party in connection with, any proposed written communication to any Governmental Entity relating to the transactions contemplated by this Agreement. Each of the Company, on the one hand, and Acquiror, on the other hand, agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate. (d) If any administrative or judicial action or proceeding (each a “Proceeding”) is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; permanent (each an “Order”) is entered or threatened to be entered, in each case challenging the consummation of the Merger or any other transaction contemplated by this Agreement as violative of any Antitrust Law, the parties shall use commercially reasonable efforts (including through litigation) to contest, avoid, vacate, modify, or suspend each such Proceeding or Order, including through litigation. Notwithstanding the foregoing, (i) in no event shall Acquiror be required to (and the Company shall not, without Acquiror’s consent): (x) propose, proffer to, commit to or effect, by consent decree, hold separate order or otherwise, the sale, lease, license, divestiture or other disposition of any assets, permits, rights, licenses, operations, businesses or interests therein of the Company, Acquiror or any of its Affiliates, or (y) otherwise take or commit to take any action that would limit the freedom of the Company, Acquiror or any of its Affiliates with respect to, or any of their ability to retain (without modification), any of their respective assets, permits, rights, licenses, operations, businesses or interests therein, and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing nothing in this Section 6.3 5.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.35.3.

Regulatory Approvals. (a) The Company shall, Subject to the terms and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent conditions of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall , each Constituent Corporation will use commercially reasonable its best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall maketake, or cause to be madetaken, all actions reasonably necessary or advisable under applicable law to consummate the Merger, including (i) making or causing to be made the filings required by law with respect to the Merger as promptly as is practicable, (ii) complying, as soon promptly as is reasonably practicable, with any requests received from a response in compliance governmental body by such Constituent Corporation with respect to the Merger, and (iii) resolving any formal or informal objections of any governmental body with respect to any such request. The Company shall direct, in its sole discretion, filings or the making of such response, but shall consider in good faith the views of the BuyerMerger. (b) Buyer shall promptly execute The Constituent Corporations covenant and fileagree that if any required regulatory approval to consummate the Merger is denied or not obtained, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall Constituent Corporations will use commercially reasonable their best efforts to obtain work together to restructure the Merger to achieve or acquire all required regulatory approvals, it being agreed that in all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform instances the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause benefits sought to be madedelivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making result of such response, but shall consider in good faith the views of the Companyrestructuring. (c) Notwithstanding anything Until the earlier of the Effective Time or the termination of this Agreement, each Constituent Corporation shall promptly notify the other Constituent Corporation of any communication it receives from any governmental body relating to the regulatory consents, registrations, approvals, permits and authorizations that are the subject of this Section 11 and shall permit the other Constituent Corporation to review in advance any proposed communication by such Constituent Corporation to any governmental body in connection therewith. No Constituent Corporation shall agree to participate in any meeting with any governmental body in respect of any such matter unless it consults with the other Constituent Corporation in advance and, to the extent permitted by such governmental body, gives the other Constituent Corporation the opportunity to attend and participate at such meeting. The Constituent Corporation will coordinate and cooperate fully with each other in exchanging such information and providing such assistance any other Constituent Corporation may reasonably request in connection with the matters set forth in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.Section

Regulatory Approvals. (a) The Company shall, and Acquirer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer the Company may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company Acquirer shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer Holdco and the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquirer or Merger Subs with respect to such authorizations, approvals and consents. The Company Acquirer shall promptly inform Buyer the Company of any material communication between the Company Acquirer and any Governmental Entity regarding the Merger or any other transaction contemplated by this Agreement. If Acquirer or any of the transactions contemplated hereby. If the Company or any Subsidiary its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (b) The Company and Holdco shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or other applicable federal, state or foreign antitrust law) or other Table of Contents document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Acquirer may reasonably request, in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. The Company and Holdco shall use commercially reasonable efforts to cooperate with Acquirer to promptly obtain, all such authorizations, approvals and consents and shall pay, subject to the provisions of Section 5.11, any associated filing fees payable by the Company or Holdco with respect to such authorizations, approvals and consents. The Company and Holdco shall promptly inform Acquirer of any material communication between the Company and Holdco and any Governmental Entity regarding the Merger or any other transaction contemplated by this Agreement. If the Company or any of its Affiliates receives any formal or informal request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then the Company and Holdco shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAcquirer. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative in violation of any federal, state or foreign statutes, rules, regulations, orders or decrees laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquirer shall not have any obligation to litigate or contest or remove any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquirer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquirer, the Company or any of its affiliates their respective Subsidiaries or the Company or its SubsidiariesAffiliates, (2B) the imposition of any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to freely conduct their business or own or exercise control of such assets, or (3C) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock, or (D) any other limitation on the complete and absolute authority of Acquirer to cause the Final Surviving Entity and each of its Subsidiaries to operate its business and conduct its affairs as determined in Acquirer’s sole and absolute discretion (each of the foregoingrestraints or limitations referred to in clauses “(A)” through “(D)” above being referred to herein as, an “Antitrust Restraint”). Nothing in this Section 6.3 5.19 shall limit a partyAcquirer’s or Holdco and the Company’s right to terminate this Agreement pursuant to Section 8.1(b7.1(a)(ii) if such party Acquirer or Holdco and the Company, as applicable, has, until such date, complied in all material respects with its obligations under this Section 6.35.19.

Regulatory Approvals. (a) The Company shallIf any sale, and shall cause each Company Subsidiary totransfer, promptly execute and fileassignment, or join in the execution and filing of, any application, notification pledge or other document that may be necessary in order to obtain the authorization, approval or consent disposition of shares by any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation member of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer ITT Group would cause a change in ownership or control of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives of its ITT Technical Institutes under any formal of the laws, regulations and/or standards of the U.S. Department of Education, the state education authorities that regulate the Company's ITT Technical Institutes or informal request for supplemental information or documentary material from any Governmental Entity with respect the accrediting commissions that accredit the Company's ITT Technical Institutes (collectively, the "Regulators"), ITT shall give written notice to the transactions contemplated herebyCompany of the date of such sale, then transfer, assignment, pledge or other disposition (the "Transfer Date") at least 120 days prior to the proposed Transfer Date. Promptly upon receipt of such notice, the Company shall maketake, or cause to be madetaken, all actions, and do, or cause to be done, all things, necessary, proper or advisable under applicable laws and regulations to obtain as soon promptly as reasonably practicablepracticable all the required prior approvals from such Regulators prior to the Transfer Date; provided, a response in compliance with such request. The Company shall directhowever, in its sole discretionto the extent that any Regulator's approval is not obtained prior to the Transfer Date or is not required prior to the Transfer Date, the making of Company's obligation to obtain such response, but Regulator's approval shall consider in good faith continue after the views Transfer Date until such time as such Regulator's approval is obtained. No member of the BuyerITT Group shall make such sale, transfer, assignment, pledge or other disposition until the Company receives all of the required prior approvals. ITT (as to itself and on behalf of the ITT Group) and the Company agree to cooperate to obtain the approval of the Regulators for such sale, transfer, assignment, pledge or other disposition. (b) Buyer As a condition to any transfer by the ITT Group of rights under paragraph 3(c) hereof, the ITT Group shall promptly execute and file, or join in require the execution and filing of, any application, notification or other document that is required in order Rights Transferee to obtain agree to be bound by the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation obligations of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyITT Group under paragraph 5(a) hereof. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Parent of any material communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestrequest following consultation with Parent. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction by a Governmental Authority regarding the transactions contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)hereby, it is expressly understood and agreed that: that (i) Buyer none of Parent, any of its subsidiaries or the Company shall not have be under any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Parent shall not be under no any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Parent, its subsidiaries, the Company or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assetsrespective Affiliates, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership capital stock of the Company Shares (or any subsidiary of Parent or the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Company.

Regulatory Approvals. (a) The Company Buyer shall, or shall cause its Affiliates to, duly file within five Business Days after the Agreement Date, with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice, its HSR Filing which shall include a request for early termination, which HSR Filing shall be in substantial compliance with the requirements of the HSR Act and shall cause each request early termination. Buyer shall cooperate with the Company Subsidiary toto the extent necessary to assist the Company in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder. (b) Buyer shall promptly following the Agreement Date execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the execution and/or consummation of the Share Purchase Merger and the other transactions contemplated by this AgreementContemplated Transactions. The Company Buyer shall use commercially reasonable efforts to obtain, and to cooperate with Buyer the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to any such authorizations, approvals and consents. Without limiting the generality of the foregoing, for purposes of clarification and as provided by Applicable Law, Buyer shall be responsible for and shall pay any and all filing fees under the HSR Act with respect to any such filings. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated herebyContemplated Transactions. If Buyer or any affiliate Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyContemplated Transactions, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of request following consultation with the Company. (c) Notwithstanding anything in In the event any Company Stockholder determines that as a result of the termination of this Agreement or the Supporting Stockholder Option Agreement such Company Stockholder would be deemed for purposes of the HSR Act to have acquired beneficial ownership of shares of Company Capital Stock in a transaction subject to the contraryreporting requirements of the HSR Act, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: then (i) Buyer shall the Company Stockholder will not have any obligation take steps that would result in the acquisition of such beneficial ownership without compliance with the HSR Act and if necessary will take steps to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; ensure that it does not acquire beneficial ownership of such shares before compliance with the HSR Act and (ii) to the extent required by Applicable Law, Buyer will, promptly (and in any event by the later of 15 Business Days of request from such Company Stockholder and the date on which such Company Stockholder files a required notification under the HSR Act), file notification under the HSR Act. Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) promptly inform such Company Stockholder of any assets or categories of assets of material communication between Buyer and any Governmental Authority regarding such filing. If Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any of its affiliates Governmental Authority with respect to freely conduct their business or own such assetsfiling, Buyer shall make, or (3) the holding separate of the cause to be made, as soon as reasonably practicable, a response in compliance with such request following consultation with such Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Stockholder.

Regulatory Approvals. During the Pre-Closing Period: (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer that Acquirer may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquirer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquirer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated herebyby this Agreement. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquirer. (b) Buyer Acquirer shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, that may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquirer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquirer with respect to such authorizations, approvals and consents. Buyer Acquirer shall promptly inform the Company of any material communication between Buyer Acquirer and any Governmental Entity regarding any of the transactions contemplated herebyby this Agreement. If Buyer Acquirer or any affiliate Affiliate of Buyer Acquirer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then Buyer Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallIf an Event of Default shall have occurred and be continuing, promptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all documents and papers the Administrative Agent may reasonably request and as soon as may be required by law to acquire the consent, approval, registration, qualification or authorization of any other Person deemed reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, necessary or appropriate for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. rights under this Security Agreement (b) Buyer each a “Governmental Approval”). Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Obligor shall take any action which the execution and filing of, any application, notification or other document that is required Administrative Agent may reasonably request in order to obtain transfer and assign to the authorizationAdministrative Agent, approval or consent of any Governmental Entityto such one or more third parties as the Administrative Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each Governmental Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the other transactions contemplated continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by this Agreementthe court. Buyer Upon the occurrence and continuance of an Event of Default, such Obligor shall further use commercially its reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor's portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Obligor.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Transactions or any Company Ancillary Agreement. The Company shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Seller and/or the Company and any Governmental Entity Authority regarding any of the transactions contemplated herebyTransactions, and shall provide Acquiror reasonable advance notice of the nature and substance of any planned communication with any Governmental Authority. If the Seller and/or the Company or any Subsidiary Affiliate of the Seller and/or the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyTransactions, then the Seller and the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Seller and/or the Company shall direct, in its sole discretion, the making of such response, but shall review any proposed response in advance with, and consider in good faith the views of, Acquiror. The Seller and/or the Company shall not, without the prior written consent of Acquiror, (a) permit any of the Buyer. Company Representatives to participate in any meeting with any Governmental Authority relating to the Transactions unless the Company consults with Acquiror in advance and, to the extent permitted by such Governmental Authority, grants Acquiror the opportunity to attend and lead the discussions at such meeting or (b) Buyer shall promptly execute and fileproffer, make proposals, negotiate, execute, carry out or join in submit to any agreements or Orders; provided that the execution and filing ofCompany shall, if directed by Acquiror, agree to any application, notification or other document such action that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with conditioned on the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyPurchase. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Collateral Agent may reasonably request and as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is may be required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal by law in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company obtaining of any material communication between Buyer and Governmental Approval or the consent, approval, registration, qualification or authorization of any Governmental Entity regarding other Person deemed necessary or appropriate for the effective exercise of any of the transactions contemplated herebyrights under this Security Agreement. If Buyer Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which the Collateral Agent may reasonably request in order to transfer and assign to the Collateral Agent, or any affiliate to such one or more third parties as the Collateral Agent may designate, or to a combination of Buyer receives any formal or informal the foregoing, each Government Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent is empowered to request for supplemental information or documentary material the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Entity with respect Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views request of the Company. (c) Notwithstanding anything in this Agreement to the contraryreceiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, such Obligor shall further use its reasonable best efforts to assist in obtaining Governmental Approvals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Collateral Agent’s remedy at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. Buyer Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent with respect to such authorizations, approvals and consents. Buyer Parent shall promptly inform the Company of any material communication between Buyer Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer Parent or any affiliate Affiliate of Buyer Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of request following consultation with the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates Subsidiaries or Affiliates or the Company, or the holding separately of the shares of Company Common Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Common Stock.

Regulatory Approvals. (a) The Company shall, Each of the Vendors and Flex USA shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under HSR or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, Authority which may be reasonably required, or which Buyer the Purchasers may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company Each Vendor and Flex USA shall use commercially reasonable efforts to obtain, and to cooperate with Buyer the Purchasers to promptly obtain, all such authorizations, approvals and consents and shall pay share equally with the Purchasers any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company a Vendor, Flex USA or any Subsidiary affiliate of a Vendor receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Vendor shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Vendor shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchasers. (b) Buyer The Purchasers and AMIS Parentco shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Authority which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer The Purchasers and AMIS Parentco shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay share equally with the Vendors any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer The Purchasers shall promptly inform the Company Vendors of any material communication between Buyer the Purchasers, AMIS Parentco and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer the Purchasers, AMIS Parentco or any affiliate of Buyer such entities receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer the Purchasers and/or AMIS Parentco shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer The Purchasers shall direct, in its their sole discretion, the making of such response, but shall consider in good faith the views of the CompanyVendors and Flex USA. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under applicable antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Purchaser may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Purchaser to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Purchaser of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchaser. (b) Buyer Purchaser shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under applicable antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Purchaser shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Purchaser with respect to such authorizations, approvals and consents. Buyer Purchaser shall promptly inform the Company of any material communication between Buyer Purchaser and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Purchaser or any affiliate of Buyer Purchaser receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Purchaser shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement . Purchaser shall deliver to the contraryCompany for purpose of filing with the OCS, if any administrative or judicial action or proceeding is instituted (or threatened a signed undertaking in standard form with respect to its commitment to comply with the OCS related Laws, which shall be instituted) challenging any conditioned upon consummation of the transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3hereby.

Regulatory Approvals. (a) The Company shallIn furtherance and not in limitation of the terms of Section 6.3, each of the Company, any of its Subsidiaries and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer that Parent may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby. The Each of the Company and Parent shall use commercially its reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The To the extent permitted by applicable Law, each of the Company and Parent shall promptly inform Buyer the other of any material communication between the Company or Parent (as applicable) and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or Parent or any Subsidiary receives Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request; provided, however, that the Company or Parent (as applicable) shall provide the other with a reasonable opportunity to review such response prior to submission. The Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyerother. (b) Buyer shall promptly execute Without limiting the generality or effect of Section 6.4(a), each of the Company and fileParent shall, or join in as soon as practicable, make any initial filings required under the execution HSR Act and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Antitrust Laws in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable To the extent permitted by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretionapplicable Law, the making of such responseparties hereto shall consult and cooperate with one another, but shall and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Laws. Each of the CompanyCompany and Parent shall use its reasonable best efforts to take such actions as may be required to cause the expiration of the notice periods under any applicable Antitrust Laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement Agreement, it is expressly understood and agreed that (x) neither Parent nor the Company shall have any obligation to the contrary, if litigate any administrative or judicial action or proceeding is instituted (or threatened to that may be instituted) challenging any transaction brought in connection with the transactions contemplated by this Agreement as violative of any federalAgreement, state or foreign statutes, rules, regulations, orders or decrees that are designed and (y) Parent shall not be required to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have agree to any obligation to litigate or contest any administrative or judicial action or proceeding or any decreelicense, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) ), of shares of capital stock or of any business, assets or categories property of assets Parent, or of Buyer or any of its affiliates or the Company or its SubsidiariesAffiliates, (2) or the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates them to freely conduct their business businesses or to own or exercise control of such assets, properties and stock, or (3ii) the holding separate of the Company Shares take any action under Section 6.3, this Section 6.4 or any limitation or regulation on the ability other provision of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant if any Governmental Authority that has the authority to Section 8.1(b) if such party hasenforce any Antitrust Law seeks, until such dateor authorizes its staff to seek, complied in all material respects with its obligations under a preliminary injunction or restraining order to enjoin consummation of any transaction contemplated by this Section 6.3Agreement.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly Buyer will execute and file, or join assist in the execution and filing offiling, of any application, notification application or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entitygovernmental body, whether federal, state, local or foreign, foreign which may be reasonably requiredrequired under the laws of the United States or otherwise, or which Buyer Symantec may reasonably request, in connection with the consummation of the Share Purchase transactions provided for in this Agreement. Buyer will use reasonable efforts to obtain or assist Symantec in obtaining all such authorizations, approvals and consents, and Buyer agrees to pay the other reasonable costs for the same. Without limiting the generality of the foregoing, Buyer and Symantec shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the transactions contemplated by this Agreement. The Company Buyer and Symantec shall use commercially reasonable efforts respond as promptly as practicable to obtain, (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and to cooperate (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of Buyer to promptly obtain, all such authorizations, approvals and consents and Symantec shall pay any associated filing fees payable by (1) give the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer other party prompt notice of the commencement of any material communication between the Company and proceeding by or before any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity governmental body with respect to the transactions contemplated herebyby this Agreement, then (2) keep the Company shall makeother party informed as to the status of any such proceeding, and (3) promptly inform the other party of any communications to or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretionfrom the Federal Trade Commission, the making Department of such responseJustice or any other governmental body regarding the transactions contemplated by this Agreement. Buyer and Symantec will consult and cooperate with one another, but shall and will consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and fileone another, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in 22 connection with any proceeding under or relating to the consummation HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any governmental body, in connection with any proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar proceeding, each of Buyer and Symantec will permit authorized Representatives of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause party to be madepresent at each meeting or conference relating to any such proceeding and to have access to and be consulted in connection with any document, as soon as reasonably practicable, a response opinion or proposal made or submitted to any governmental body in compliance connection with any such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Companyproceeding. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly Buyer will execute and file, or join assist in the execution and filing offiling, of any application, notification application or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entitygovernmental body, whether federal, state, local or foreign, foreign which may be reasonably requiredrequired under the laws of the United States or otherwise, or which Buyer Symantec may reasonably request, in connection with the consummation of the Share Purchase transactions provided for in this Agreement. Buyer will use reasonable efforts to obtain or assist Symantec in obtaining all such authorizations, approvals and consents, and Buyer agrees to pay the other reasonable costs for the same. Without limiting the generality of the foregoing, Buyer and Symantec shall, promptly after the date of this Agreement, prepare and file the notifications required under the HSR Act in connection with the transactions contemplated by this Agreement. The Company Buyer and Symantec shall use commercially reasonable efforts respond as promptly as practicable to obtain, (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and to cooperate (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of Buyer to promptly obtain, all such authorizations, approvals and consents and Symantec shall pay any associated filing fees payable by (1) give the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer other party prompt notice of the commencement of any material communication between the Company and proceeding by or before any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity governmental body with respect to the transactions contemplated herebyby this Agreement, then (2) keep the Company shall makeother party informed as to the status of any such proceeding, and (3) promptly inform the other party of any communications to or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretionfrom the Federal Trade Commission, the making Department of such responseJustice or any other governmental body regarding the transactions contemplated by this Agreement. Buyer and Symantec will consult and cooperate with one another, but shall and will consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and fileone another, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any proceeding under or relating to the consummation HSR Act or any other federal or state antitrust or fair trade law. In addition, except as may be prohibited by any governmental body, in connection with any proceeding under or relating to the HSR Act or any other federal or state antitrust or fair trade law or any other similar proceeding, each of Buyer and Symantec will permit authorized Representatives of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause party to be madepresent at each meeting or conference relating to any such proceeding and to have access to and be consulted in connection with any document, as soon as reasonably practicable, a response opinion or proposal made or submitted to any governmental body in compliance connection with any such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Companyproceeding. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and shall cause each Company Subsidiary tofile the notifications required under the HSR Act and any applicable foreign antitrust laws or regulations (collectively, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, “Antitrust Laws”) in connection with the consummation Merger. Subject to Section 6.4(b), the Company and Parent shall (a) respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation, and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters, (b) use commercially reasonable efforts to take all other actions necessary to cause the expiration or termination of the Share Purchase applicable waiting periods under the Antitrust Laws as soon as practicable, and (c) use commercially reasonable efforts to resolve any objections which may be asserted by any Governmental Body with respect to the Merger under the Antitrust Laws. Parent and the other transactions contemplated by this AgreementCompany shall cooperate with respect to any proceedings or negotiations with any Governmental Body relating to any of the foregoing. The At the request of Parent, the Company shall use commercially reasonable efforts to obtaindivest, and sell, dispose of, hold separate or otherwise take or commit to cooperate with Buyer take any reasonable action relating to promptly obtainthe business, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer product lines or assets of any material communication between the Company and Acquired Corporation, provided that any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider action is (I) determined by Parent in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, to facilitate compliance with any Legal Requirement or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of request by any Governmental EntityBody, whether foreign, federal, state, local or municipal in connection with and (II) conditioned upon the consummation of the Share Purchase and Merger without any reduction in the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform Aggregate Transaction Value or the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause Merger Consideration to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Companyreceived by any Non-Dissenting Stockholder. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement, Cactus Sub Ancillary Agreement or any Saguaro Sub Ancillary Agreement. Buyer Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent with respect to such authorizations, approvals and consents. Buyer Parent shall promptly inform the Company of any material communication between Buyer Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer Parent or any affiliate Affiliate of Buyer Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making request and provide a copy of such response, but shall consider in good faith the views of response to the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Parent nor any of its subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates subsidiaries or Affiliates or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Buyer and the Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Acquisition and the other transactions contemplated by this Agreement or any Buyer Ancillary Agreement. Buyer shall make all filings required of it under applicable antitrust laws with respect to the transactions contemplated hereby as promptly as reasonably practicable and shall comply as soon as reasonably practicable and to the extent necessary with any formal or informal request under applicable antitrust laws for additional information, documents or other materials received from the Governmental Authority acting pursuant to its antitrust authority. Each Party shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents consents, and Buyer and the Company shall pay equally split any associated filing fees payable by Buyer either of them with respect to such authorizations, approvals and consents. Buyer Each Party shall promptly inform the Company other Parties of any material communication between Buyer the initiating Party and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer Each Party shall use commercially reasonable efforts to resolve questions or any affiliate objections, if any, of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestAuthority. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Buyer nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Buyer, any of its affiliates Subsidiaries or Affiliates (including the Company) or the Company, or the holding separate of the Company Shares or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Shares.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Transactions or any Company Ancillary Agreement. The Company shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Seller and/or the Company and any Governmental Entity Authority regarding any of the transactions contemplated herebyTransactions, and shall provide Acquiror reasonable advance notice of the nature and substance of any planned communication with any Governmental Authority. If the Seller and/or the Company or any Subsidiary Affiliate of the Seller and/or the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated herebyTransactions, then the Seller and the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Seller and/or the Company shall direct, in its sole discretion, the making of such response, but shall review any proposed response in advance with, and consider in good faith the views of, Acquiror. The Seller and/or the Company shall not, without the prior written consent of Acquiror, (a) permit any of the Buyer. Company Representatives to participate in any meeting with any Governmental Authority relating to the Transactions unless the Company consults with Acquiror in advance and, to the extent permitted by such Governmental Authority, grants Acquiror the opportunity to attend and lead the discussions at such meeting or (b) Buyer shall promptly execute and fileproffer, make proposals, negotiate, execute, carry out or join in submit to any agreements or Orders; provided that the execution and filing ofCompany shall, if directed by Xxxxxxxx, agree to any application, notification or other document such action that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with conditioned on the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyPurchase. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable diligent efforts to obtain, and to cooperate with Buyer the Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Acquiror nor any of its Subsidiaries or affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its Subsidiaries or affiliates or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its Subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Parent and the Company shallshall each prepare and file the notification required of it under the HSR Act in connection with the Transactions as promptly as practicable after the Effective Date, and no later than ten Business Days after the Effective Date, and shall cause each Company Subsidiary topromptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission, promptly execute and fileU.S. Department of Justice, or join any other Governmental Entity in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the execution other such information and assistance as the other may reasonably request in connection with its preparation of any filing ofor submission that is necessary under the HSR Act and shall (and, to the extent required, shall cause its Affiliates to) request early termination of any applicable waiting periods under the HSR Act. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods. Parent shall cooperate in good faith with any Governmental Entity and undertake promptly any and all action required to complete lawfully the Transactions contemplated hereby as soon as practicable and, with the prior written consent of the Company, any applicationand all action necessary or advisable to avoid, notification prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Governmental Entity or the issuance of any Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Mergers, including, (i) proffering and consenting and/or agreeing to an Order or other document that agreement providing for (A) the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of the Company or Parent or (B) the termination, amendment or assignment of existing relationships and contractual rights and obligations of the Company or Parent and (ii) promptly effecting the disposition, licensing or holding separate of assets or lines of business or the termination, amendment or assignment of existing relationships and contractual rights, in each case, at such time as may be necessary in order to obtain permit the authorizationlawful consummation of the Transactions contemplated hereby. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, approval or consent any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, Parent and the Company shall: (i) promptly inform the other of any communication, whether federalwritten or oral, stateto or from the U.S. Federal Trade Commission, local the U.S. Department of Justice or foreignany other Governmental Entity regarding the Transactions; (ii) permit each other to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (iii) give the other prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (iv) not agree to participate in any meeting or discussion with any such Governmental Entity in respect of any filing, which may be investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably requiredpracticable, or which Buyer may it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend; (v) keep the other reasonably requestinformed as to the status of any such Legal Proceeding; and (vi) promptly furnish each other with copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. Parent, on the one hand, and the Company, on the other hand, shall each pay 50% of any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Share Purchase Transactions, including filing fees in connection with filings under the HSR Act. (b) Except for filings under the HSR Act, which are governed by (a) above, each Party hereto shall, as promptly as reasonably practicable, use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement (including those required by applicable Approvals of the Group Companies (the “Regulatory Filings”)). Each Party shall use reasonable best efforts to cooperate fully with the other transactions contemplated Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals and effect any such Regulatory Filing. With respect to the Regulatory Filings, each Party agrees to use its reasonable best efforts and cooperate with the other Party (i) in timely making inquiries with Governmental Entities regarding the Regulatory Filings; (ii) in determining if any Regulatory Filings are required by this AgreementGovernmental Entities; and (iii) in timely making all Regulatory Filings (except with respect to such jurisdictions where the Parties agree that a Regulatory Filing is not required). The If Parent determines that it is required to make any Regulatory Filing or otherwise provide information with respect to Parent or any Parent personnel or Affiliates to a Governmental Entity in connection with any Approval, then the Company shall will, except as prohibited by Applicable Legal Requirements (in which case the Company will use commercially reasonable efforts to obtainobtain any required permission to allow disclosure), provide upon Parent’s request relevant portions of all past filings and to cooperate correspondence with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Governmental Entities with respect to any Approvals related to such Regulatory Filing or information provision requirement that Parent reasonably determines to be necessary to make a complete, accurate and timely Regulatory Filing or provision of information. The Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding in any material respect the receipt of any Regulatory Filings or any other required consents, authorizations, orders and approvals that, if not received, would have or would reasonably be expected to have, a material adverse impact on the business of the Group Companies, taken as a whole. (c) Without limiting the generality of the forgoing, promptly, and consents. The in any event within ten Business Days following the Effective Date, the Company shall promptly inform Buyer of any material communication between prepare and cause the Company and any Governmental Entity regarding any of Broker-Dealer to file with FINRA a continuing membership application (pursuant to FINRA Rule 1017) (the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity “FINRA Consent Application”), with respect to the transactions contemplated herebyby this Agreement, then and shall provide the Parent with an opportunity to review and comment upon such FINRA Consent Application (which comments the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith and, to the views of extent any such comments relate to disclosure directly regarding the Buyer. (b) Buyer shall promptly execute Parent and filesuch comments are reasonable, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Company shall use commercially reasonable efforts to obtain all incorporate such authorizations, approvals and consents and shall pay any associated comments into the application) prior to the filing fees payable by Buyer thereof with respect to such authorizations, approvals and consentsFINRA. Buyer The Company shall promptly inform apprise the Company Parent of any the occurrence and substance of each material communication between Buyer and any Governmental Entity regarding any of from or to FINRA or the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity SEC with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyFINRA Consent Application. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. Buyer Parent shall make all filings required of it under the HSR Act or other antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable and shall comply as soon as reasonably practicable and to the extent necessary with any formal or informal request under the HSR Act or other antitrust Laws for additional information, documents or other materials received from the Federal Trade Commission, Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent with respect to such authorizations, approvals and consents. Buyer Subject to applicable Laws and orders, Parent shall promptly inform the Company of any material communication between Buyer Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding Action is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Law, it is expressly understood and agreed thatthat neither Parent nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and , or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license divestiture or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Parent, any of its affiliates Subsidiaries or Affiliates (including the Surviving Corporation) or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) 6.6.1. The Sellers and the Company shall, and shall cause each Company Subsidiary to, promptly after the date of signing the Original Purchase Agreement, execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the Antitrust Laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Purchaser may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Sellers and the Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Purchaser to promptly obtain, all such authorizations, approvals and consents and consents. Sellers shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Sellers and the Company shall promptly inform Buyer Purchaser of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If Sellers and the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Sellers and Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Sellers and the Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchaser. (b) Buyer 6.6.2. Purchaser shall promptly after the date of signing the Original Purchase Agreement execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the Antitrust Laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Purchaser shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and consents. Purchaser shall pay any associated filing fees payable by Buyer Purchaser with respect to such authorizations, approvals and consents. Buyer Purchaser shall promptly inform the Company Sellers of any material communication between Buyer Purchaser and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Purchaser or any affiliate of Buyer Purchaser receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Purchaser shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Sellers and the Company. (c) 6.6.3. Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Purchaser shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Purchaser shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of the Interest or any assets or categories of assets of Buyer Purchaser or any of its affiliates or the Company or its Subsidiaries, (2B) the imposition of any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates to freely conduct their business or own such assets, or (3C) the holding separate of the Company Shares Interests or any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates to exercise full rights of ownership of the Company Shares Interest (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 6.6 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) 8.1.12 if such party has, until such date, complied in all material respects with its obligations under this Section 6.36.6.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, use commercially reasonable efforts to promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, including any filing required under the HSR Act, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Macrovision to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable required to be paid by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Macrovision of any material communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestrequest following consultation with Macrovision. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizationscontest and resist any action, approvals and consents and shall pay including any associated filing fees payable by Buyer with respect to such authorizationslegislative, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action action, and to have vacated, lifted, reversed or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or overturned any decree, judgment, injunction or other order, order (whether temporary, preliminary or permanent; and ) (iian “Antitrust Order”) Buyer shall be under no obligation to make proposalsthat restricts, execute prevents or carry out agreements or submit to orders providing for (1) prohibits the sale, license or other disposition or holding separate (through consummation of the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Merger or any other transactions contemplated by this Agreement under any applicable antitrust law. The Company shall consult and cooperate with Macrovision, and consider in good faith the views of its affiliates Macrovision, and provide to Macrovision in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals prepared for submission to a government agency in connection with an antitrust filing relating to the Merger and made or the Company submitted by or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate behalf of the Company Shares hereto in connection with proceedings under or relating to any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3antitrust law.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company agrees to make its required filing under the HSR Act within three (3) Business Days of the execution of this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Parent of any material communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestrequest following consultation with Parent. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction by a Governmental Authority regarding the transactions contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)hereby, it is expressly understood and agreed that: that (i) Buyer none of Parent, the Company or any of their respective subsidiaries shall not have be under any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Parent shall not be under no any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Parent, the Company or any of its affiliates their respective subsidiaries or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assetsAffiliates, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership capital stock of the Company Shares (or any Subsidiary of Parent or the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Company.

Regulatory Approvals. (a) The Company shallParent shall promptly (and in no event later than September 7, and shall cause each Company Subsidiary to, promptly 2018) execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Parent shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees (including filing fees payable in connection with filings under the HSR Act) payable by the Company Parent with respect to such authorizations, approvals and consents. The Company Parent shall promptly inform Buyer the Company of any material communication between the Company Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Parent or any Subsidiary Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement . In addition, whether or not the Merger is consummated, Parent shall pay all reasonable out-of-pocket fees and expenses related to Company’s response to any requests by a Governmental Authority under the contraryHSR Act, if or any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any other federal, state or foreign statuteslaw, rules, regulations, orders regulation or decrees that are decree designed to prohibit, restrict or regulate actions having for the purpose or effect of monopolization or restraint of trade (collectively, collectively “Antitrust Laws”) for additional information and documentary material relevant to the proposed Merger (a “Second Request”) or other information request from a Government Authority under Antitrust Laws (including, without limitation, legal fees and expenses, and fees and expenses associated with any consultants, accountants, economists or other professionals hired at the request of or directly by Parent or its outside counsel). Parent shall either pay such costs and expenses directly or reimburse the Company within 30 calendar days after receipt of an invoice (with reasonable supporting documentation) for the same. (b) Notwithstanding anything herein to the contrary but subject to Section 6.2(c), it is expressly understood and agreed that: Parent agrees to use commercially reasonable efforts to promptly resolve any objections relating to the consummation of the Merger as may be asserted under applicable Antitrust Laws, including promptly complying with any requests for additional information (including any Second Request) by any Governmental Authority. (c) Notwithstanding the other provisions of this Section 6.2, nothing contained in this Agreement shall require, or be construed to require, Parent or Merger Sub to (i) Buyer shall not have offer, negotiate, commit to or effect, by consent decree, hold separate, order or otherwise, the sale, divestiture, license or other disposition of any obligation to litigate particular assets or contest any administrative categories of assets or judicial action equity or proceeding businesses of Parent or any decreeof its Subsidiaries, judgmentor any assets, rights, products or businesses of Parent or any of its Subsidiaries, or any capital stock of Subsidiaries of Parent, or any other restrictions on the activities of Parent or any of its Subsidiaries or (ii) contest, defend or appeal any threatened or pending preliminary or permanent injunction or other order, whether temporarydecree or ruling or statute, preliminary rule, regulation or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on executive order that would adversely affect the ability of Buyer any party hereto to consummate the transactions contemplated hereby or take any of its affiliates other actions to freely conduct their business prevent the entry, enactment or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3promulgation thereof.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Parent may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consentsconsents (other than filing fees payable in connection with filings under the HSR Act which shall be paid by Parent per the HSR Act which shall be paid by Parent). The Company shall promptly inform Buyer Parent of any material communication between the Company and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and shall provide Parent reasonable advance notice of the nature and substance of any planned communication with any Governmental Authority. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall review any proposed response in advance with, and consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyParent. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Buyer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal municipal, which may be required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Buyer Ancillary Agreement or any Merger Sub Ancillary Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer or any affiliate Affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Buyer nor any of its Subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Buyer, any of its affiliates Subsidiaries or Affiliates or the Company, or the holding separate of the shares of Company Common Stock; or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates Subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (Capital Stock. Buyer hereby covenants and agrees to use reasonable best efforts to secure termination or expiration of any waiting periods under the HSR Act or any other applicable domestic or foreign Law and to obtain the approval of the foregoingU.S. Federal Trade Commission, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party hasthe U.S. Department of Justice, until such dateor any other Governmental Authority, complied in all material respects with its obligations under this Section 6.3as applicable, for the Merger and other Transactions.

Regulatory Approvals. (ai) The Company shall, and Acquirer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company Acquirer shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Company to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquirer with respect to such authorizations, approvals and consents. The Company Acquirer shall promptly inform Buyer Company of any material communication between the Company Acquirer and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Acquirer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (cii) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)trade, it is expressly understood and agreed that: (iA) Buyer shall Acquirer will not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (iiB) Buyer shall Acquirer will be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquirer or any of its affiliates Affiliates or the Company or its SubsidiariesCompany, (2) the imposition of any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to freely conduct their business or own such assets, or (3) the holding separate of the any shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to exercise full rights of ownership of the any shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Acquiror shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Acquiror Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Acquiror shall use commercially reasonable diligent efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer the Company of any material communication between the Company Acquiror and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) . Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Acquiror nor any of its Subsidiaries or affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or Acquiror, any of its Subsidiaries or affiliates or the Company, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its Subsidiaries or affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company Parent shall, and shall cause each Company Subsidiary relevant Seller Group Party to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, waiting period expiration or termination, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Equity Purchase and the other transactions contemplated by this Agreement or any Seller Ancillary Agreement. The Company Seller Group Parties shall use commercially reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, waiting period expirations or terminations, approvals and consents and shall pay any associated filing fees payable by the Company Seller Group Parties with respect to such required authorizations, waiting period expirations or terminations, approvals and consents. The Company Parent shall promptly inform Buyer of any material communication between the Company any Seller Group Party and any Governmental Entity Authority regarding any of the transactions contemplated hereby, and shall provide Buyer reasonable advance notice of the nature and substance of any planned communication with any Governmental Authority. If the Company any Seller Group Party or any Subsidiary of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company such party shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretionfollowing the prior review of any proposed response with, the making of such response, but shall and consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, Buyer; provided, that the final determination as to the appropriate course of action and response shall be made by Buyer. In addition, to the extent reasonably practicable, any applicationSeller Group Party’s discussions, notification or other document that is required in order telephone calls, and meetings with a Governmental Authority regarding the transactions contemplated by this Agreement shall include representatives of Buyer. Subject to obtain applicable Law, the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal Seller Group Parties will consult and reasonably cooperate with Buyer in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federalBuyer shall, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate behalf of the Company Shares parties, control and lead all communications with any Governmental Authority and all strategy relating to any filings with or responses to inquiries made by a Governmental Authority in connection with the transactions described herein under the antitrust laws (including the HSR Act) and shall consult with the Seller Group Parties, keep the Seller Group Parties reasonably informed and shall consider in good faith any limitation or regulation on recommendations from the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Seller Group Parties.

Regulatory Approvals. (a) The Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and shall cause each Company Subsidiary tofile the notifications required under the HSR Act and any applicable foreign antitrust laws or regulations (collectively, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, “Antitrust Laws”) in connection with the consummation Merger. Subject to Section 6.4(b), the Company and Parent shall (a) respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation, and (ii) any inquiries or requests received from any state attorney general, foreign antitrust authority or other Governmental Body in connection with antitrust or related matters, (b) use commercially reasonable efforts to take all other actions necessary to cause the expiration or termination of the Share Purchase applicable waiting periods under the Antitrust Laws as soon as practicable, and (c) use commercially reasonable efforts to resolve any objections which may be asserted by any Governmental Body with respect to the Merger under the Antitrust Laws. Subject to Section 6.4(b), in the event any Legal Proceeding is threatened or instituted by any Governmental Body challenging the Merger as violative of Antitrust Laws, each of Parent and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtainavoid the institution of, and or to cooperate with Buyer to promptly obtainresist or resolve, all such authorizationsLegal Proceeding. At the request of Parent, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makeagree to divest, sell, dispose of, hold separate or cause otherwise take or commit to be madetake any action relating to the business, as soon as reasonably practicableproduct lines or assets of any Acquired Corporation, a response in compliance with provided that any such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider action is (A) determined by Parent in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, to facilitate compliance with any Legal Requirement or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of request by any Governmental EntityBody, whether foreign, federal, state, local or municipal in connection with and (B) conditioned upon the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyMerger. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary Affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. Notwithstanding the foregoing, the Company shall not be required to become involved in any Legal Proceeding in order to fulfill its obligations under this Section 8.4(a). (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents consents, and to cooperate with the Company to promptly obtain, all such authorizations, approvals and consents. Acquiror shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents, including without limitation, the filing fee due under the HSR Act. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate Affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. Notwithstanding the foregoing, Acquiror shall not be required to become involved in any Legal Proceeding in order to fulfill its obligations under this Section 8.4(b). (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted in no event shall Acquiror be required to (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having and the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Company shall not have without Acquiror’s prior written consent) (A) proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing, any obligation to litigate assets, permits, operations, rights, businesses or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment interests therein of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates Affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates Affiliates or (B) agree to freely conduct their business any changes or restriction on, or other impairment of Acquiror or its Affiliates’ ability to own any of such assets, permits, operations, rights, businesses or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3interests therein.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act, the RTPA or other applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Purchaser may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement, including an OCS Notice. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Purchaser to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Purchaser of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerPurchaser. (b) Buyer Parent and Purchaser shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act, the RTPA or other applicable foreign antitrust laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer Parent and Purchaser shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Parent or Purchaser with respect to such authorizations, approvals and consents. Buyer Parent and Purchaser shall promptly inform the Company of any material communication between Buyer Parent or Purchaser and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Parent or Purchaser or any affiliate of Buyer Parent or Purchaser receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Parent and Purchaser shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Parent and Purchaser shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer neither Purchaser nor the Company or the Company Shareholder shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer neither Purchaser nor the Company or the Company Shareholder shall be under no any obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license license, transfer or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer such party or any of its affiliates Affiliates or the Company, (2) the discontinuation of any product or service of such part or any of its Affiliates or the, (3) the licensing or provision of any technology, software or other Intellectual Property of such party or any of its Affiliates or the Company or its Subsidiariesto any Person, (24) the imposition of any limitation or regulation on the ability of Buyer such party or any of its affiliates Affiliates to freely conduct their business or own such their respective assets, or (3) the holding separate of the Company Ordinary Shares or any limitation or regulation on the ability of Buyer Purchaser or any of its affiliates Affiliates to exercise full rights of ownership of the Company Ordinary Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Each Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company Parent shall use commercially all reasonable efforts to obtainfile, and to cooperate with Buyer to promptly obtainas soon as practicable after the date of this Agreement, all such authorizationsnotices, approvals reports and consents and shall pay other documents required to be filed with any associated filing fees payable by the Company with respect to such authorizationsfederal, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company state or any Subsidiary receives any formal local governmental regulatory or informal request for supplemental information administrative agency or documentary material from any Governmental Entity authority with respect to the transactions contemplated herebyby this Agreement, then and to submit promptly any information requested by any such governmental agency or authority to the extent that Buyer and Parent jointly determine it is reasonable and prudent to do so. Without limiting the generality of the foregoing, Parent, each Company and Buyer shall, promptly after the date of this Agreement, prepare and file any and all notifications and certifications required under the applicable federal and state Environmental Law and state Tax and bulk transfer or similar state statutes. From and after the date hereof, Parent and the Companies will (i) obtain all necessary Governmental Approvals for their performance of the transactions contemplated by this Agreement, and (ii) as applicable will use their best efforts to obtain and transfer to Buyer all of the Necessary Permits and all other permits, licenses, and leases which are associated with the Business as presently conducted, to the extent the same are by their terms transferable. Parent and Buyer shall makeconsult and cooperate with one another, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall and consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and fileone another, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any governmental filing. In addition, except as may be prohibited by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statuteslocal governmental agency or authority or by any Legal Requirement, ruleseach of Parent, regulations, orders or decrees that are designed Companies and Buyer agrees to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate permit authorized representatives of the Company Shares other party to be present at each meeting or conference relating to any limitation such legal proceeding and to have access to and be consulted in connection with any document, opinion or regulation on the ability of Buyer proposal made or submitted to any of its affiliates to exercise full rights of ownership of the Company Shares (federal, state or local governmental agency or authority in connection with any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3legal proceeding.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly and no later than five Business Days after the date hereof, execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the Antitrust Laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly and no later than five Business Days after the date hereof execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the Antitrust Laws) or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or the Company or its Subsidiaries, (2B) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to freely conduct their business or own such assets, or (3C) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”"ANTITRUST RESTRAINT"). Nothing in this Section 6.3 5.4 shall limit a party’s 's right to terminate this Agreement pursuant to Section 8.1(b7.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.35.4.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary the other Acquired Companies to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall, and shall cause the other Acquired Companies to, make all filings required of it under the HSR Act with respect to the transactions contemplated hereby within three Business Days of the Agreement Date and shall comply as soon as reasonably practicable and to the extent necessary with any formal or informal request under the HSR Act or other antitrust Laws for additional information, documents or other materials received from the Federal Trade Commission, Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. The Company shall, and shall cause the other Acquired Companies to, use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent and Merger Sub to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Parent of any material communication between any of the Company Acquired Companies and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If any of the Company Acquired Companies or any Subsidiary of their Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall, and shall directcause the other Acquired Companies to, consult with and cooperate with Parent in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent advance of any such written or oral communication to any Governmental EntityAuthority. The Company shall, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and shall cause the other transactions contemplated by this Agreement. Buyer shall Acquired Companies to, use commercially reasonable efforts to obtain all such authorizationsresolve questions or objections, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizationsif any, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAuthority. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallPromptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may reasonably request and as soon as reasonably practicablemay be required by law to acquire the consent, a response in compliance with such request. The Company shall directapproval, in its sole discretionregistration, qualification or authorization of any Governmental Authority deemed necessary or appropriate for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. rights under this Security Agreement (b) Buyer each a “Governmental Approval”). Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Obligor shall take any action which the execution and filing of, any application, notification or other document that is required Administrative Agent may reasonably request in order to obtain transfer and assign to the authorizationAdministrative Agent, approval or consent of any Governmental Entityto such one or more third parties as the Administrative Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each Governmental Approval of such Obligor. To enforce the provisions of this subsection, upon the occurrence and during the other transactions contemplated continuance of an Event of Default, the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Governmental Authority an involuntary transfer of control of each such Governmental Approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Obligor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Obligor shall refuse to authorize the transfer, its approval may be required by this Agreementthe court. Buyer Upon the occurrence and continuance of an Event of Default, such Obligor shall further use commercially its reasonable best efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any assist in obtaining Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contraryApprovals, if required, for any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative Security Agreement, including, without limitation, the preparation, execution and filing with the Governmental Authority of such Obligor’s portion of any federal, state necessary or foreign statutes, rules, regulations, orders appropriate application for the approval of the transfer or decrees that are designed to prohibit, restrict or regulate actions having assignment of any portion of the purpose or effect of monopolization or restraint of trade assets (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have including any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwiseGovernmental Approval) of any assets or categories such Obligor. Because each Obligor agrees that the Administrative Agent’s remedy at law for failure of assets such Obligor to comply with the provisions of Buyer or any of its affiliates or this subsection would be inadequate and that such failure would not be adequately compensable in damages, such Obligor agrees that the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right subsection may be specifically enforced, and such Obligor hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquiror may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquiror to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Acquiror of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary affiliate of the Company receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerAcquiror. (b) Buyer Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal municipal, which may be reasonably required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. Buyer Acquiror shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer Acquiror with respect to such authorizations, approvals and consents. Buyer Acquiror shall promptly inform the Company of any material communication between Buyer Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer Acquiror or any affiliate of Buyer Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)trade, it is expressly understood and agreed that: (i) Buyer Acquiror shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquiror shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquiror or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquiror or any of its affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 6.4 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.36.4.

Regulatory Approvals. (a) The Company shall, and shall cause each Company Subsidiary its Subsidiaries to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement or any Company Ancillary Agreement. The Company shall, and shall cause its Subsidiaries to, make all filings required of it under the HSR Act or other antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable and shall comply as soon as reasonably practicable and to the extent necessary with any formal or informal request under the HSR Act or other antitrust Laws for additional information, documents or other materials received from the Federal Trade Commission, Department of Justice or any other Governmental Authority acting pursuant to its antitrust authority. The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to obtain, and to cooperate with Buyer Parent and Merger Sub to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents; provided that Parent shall be responsible for the payment of 50% of the filing fees associated with any filing under the HSR Act. The Company shall promptly inform Buyer Parent of any material communication between any of the Company Acquired Companies and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If any of the Company Acquired Companies or any Subsidiary of their Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall, and shall directcause its Subsidiaries to, consult with and cooperate with Parent in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent advance of any such written or oral communication to any Governmental EntityAuthority. The Company shall, whether foreignand shall cause its Subsidiaries to, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizationsresolve questions or objections, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizationsif any, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAuthority. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shall, and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under the HSR Act or applicable foreign antitrust laws) or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement, any Parent Ancillary Agreement or any Merger Sub Ancillary Agreement. The Company Parent agrees to make its required filing under the HSR Act within three (3) Business Days of the execution of this Agreement. Parent shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company Parent shall promptly inform Buyer the Company of any material communication between the Company Parent and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company Parent or any Subsidiary Affiliate of Parent receives any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company Parent shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making request and provide a copy of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect response to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such requestCompany. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”)Applicable Law, it is expressly understood and agreed thatthat neither Parent nor any of its subsidiaries or Affiliates shall be under any obligation to: (ia) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and or (iib) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1i) the sale, license sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Parent, any of its subsidiaries or Affiliates or the Company or any of its affiliates Subsidiaries, or the holding separate of the shares of Company Capital Stock or its Subsidiaries, (2ii) the imposition of any limitation or regulation on the ability of Buyer Parent or any of its affiliates subsidiaries or Affiliates to freely conduct their business or own such assetsassets or to acquire, hold or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the shares of Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Capital Stock.

Regulatory Approvals. (a) The Company shall, and Acquirer shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under any applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. If Acquirer receives any formal or informal request for information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Acquirer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (b) The Company shall promptly execute and file, or join in the execution and filing of, any application, notification (including any notification or provision of information, if any, that may be required under any applicable federal, state or foreign antitrust law) or other document that may be necessary in order to obtain the expiration or termination of any applicable waiting period or the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer Acquirer may reasonably request, in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer Acquirer to promptly obtain, all such authorizations, approvals and consents and shall pay 50% of any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company and Acquirer shall promptly inform Buyer Acquirer of any material communication between the Company and Acquirer and any Governmental Entity regarding the Merger or any of the transactions other transaction contemplated herebyby this Agreement. If the Company or any Subsidiary of its Affiliates receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated herebyby this Agreement, then the Company and Acquirer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the CompanyAcquirer. (c) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative in violation of any federal, state or foreign statutes, rules, regulations, orders or decrees laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Acquirer shall not have any obligation to litigate or contest or remove any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer Acquirer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer Acquirer, the Company or any of its affiliates their respective Subsidiaries or the Company or its SubsidiariesAffiliates, (2B) the imposition of any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to freely conduct their business or own or exercise control of such assets, or (3C) the holding separate of the shares of Company Shares Capital Stock or any limitation or regulation on the ability of Buyer Acquirer or any of its affiliates Affiliates to exercise full rights of ownership of the shares of Company Shares Capital Stock, or (D) any other limitation on the complete and absolute authority of Acquirer to cause the Company and each of its Subsidiaries to operate its business and conduct its affairs as determined in Acquirer’s sole and absolute discretion (each of the foregoingrestraints or limitations referred to in clauses “(A)” through “(D)” above being referred to herein as, an “Antitrust Restraint”). Nothing in this Section 6.3 5.17 shall limit a partyAcquirer’s or Merger Sub and the Company’s right to terminate this Agreement pursuant to Section 8.1(b7.1(a)(ii) if such party Acquirer or the Company, as applicable, has, until such date, complied in all material respects with its obligations under this Section 6.35.17.

Regulatory Approvals. (a) The Company shallIn furtherance and not in limitation of the terms of Section 6.4, each of the Company, any of its Subsidiaries and Parent shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether federal, state, local or foreign, which that may be reasonably required, or which Buyer that Parent may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby. The Each of the Company and Parent shall use commercially its reasonable best efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The To the extent permitted by applicable Law, each of the Company and Parent shall promptly inform Buyer the other of any material communication between the Company or Parent (as applicable) and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If the Company or Parent or any Subsidiary receives Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request; provided, however, that the Company or Parent (as applicable) shall provide the other with a reasonable opportunity to review such response prior to submission. The Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyerother. Without limiting the generality or effect of the foregoing, each of the Company and Parent shall, (x) as soon as practicable (and in any event within five (5) Business Days of the date hereof), make any initial filings required under the HSR Act and (y) as soon as practicable, make any initial filings required under any other antitrust laws, in each case in connection with the Merger and the other transactions contemplated by this Agreement. To the extent permitted by applicable law, the parties hereto (other than the Stockholder Representative) shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any antitrust laws. Each of the Company and Parent shall use its reasonable best efforts to take such actions as may be required to cause the expiration of the notice periods under any applicable antitrust laws with respect to the transactions contemplated by this Agreement as promptly as possible after the execution of this Agreement. (b) Buyer Each of the Company and Parent shall promptly execute and file, or join in the execution and filing of, any other application, notification or other document that is required may be necessary in order to obtain the authorization, approval or consent of any Governmental EntityAuthority, whether foreign, federal, state, local or municipal foreign, that may be reasonably required, or that Parent may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby. Buyer Each of the Company and Parent shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer Each of the Company and Parent shall promptly inform the Company other of any material communication between Buyer the Company or Parent (as applicable) and any Governmental Entity Authority regarding any of the transactions contemplated hereby. If Buyer the Company or Parent or any affiliate of Buyer receives thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity Authority with respect to the transactions contemplated hereby, then Buyer the Company or Parent (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer Each of the Company and Parent shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Companyother. (c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement to the contraryAgreement, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer Parent shall not have any obligation be required to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; agree to (and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiariesshall not be permitted to agree to, (2without the prior consent of Parent, which may be withheld in Parent’s sole discretion) the imposition any Action of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3Divestiture.

Regulatory Approvals. (a) The Company shall, Parent and Holdco shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of or provide Acquiror with all reasonable assistance in the execution or filing of, any application, notification or other document that is necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement including (i) filings under the HSR Act, (ii) competition filings required by foreign jurisdictions, and (iii) filings with respect to the request for a certificate of non-objection (Unbedenklichkeitsbescheinigung) issued by the German Ministry of Economics and Technology (Bundesministerium für Wirtschaft und Technologie) certifying that no concerns with respect to the public order or security of Germany pursuant to section 53 paragraph 3 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) arise from the Merger (the “German Non-Objection Certificate”). Parent and Holdco shall use commercially reasonable efforts to obtain, and to cooperate with Acquiror to promptly obtain, all such authorizations, approvals and consents and any associated filing fees shall be payable by Acquiror. Parent and Holdco shall promptly inform Acquiror of any material communication between Parent or Holdco and any Governmental Entity regarding any of the transactions contemplated hereby. If Parent, Holdco or any Affiliate of Parent or Holdco receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Parent and Holdco shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Parent and Holdco shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of Acquiror. (b) Acquiror shall promptly execute and file, join in the execution and filing of or provide Parent and Holdco with all reasonable assistance in the execution or filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or foreignmunicipal, which may be reasonably required, or which Buyer may reasonably request, required in connection with the consummation of the Share Purchase Merger and the other transactions contemplated by this AgreementAgreement including (i) filings under the HSR Act, (ii) competition filings required by foreign jurisdictions, and (iii) filings with respect to the request for the German Non-Objection Certificate. The Company Acquiror shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company Acquiror with respect to such authorizations, approvals and consents. The Company Acquiror shall promptly inform Buyer Parent and Holdco of any material communication between the Company Acquiror and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company Acquiror or any Subsidiary Affiliate of Acquiror receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company Acquiror shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company Acquiror shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the BuyerParent and Holdco. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. Each party shall use all reasonable efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all notices, applications, reports and other documents required to be filed by such party with or otherwise submitted by such party to any Governmental Authority with respect to the Transaction, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the foregoing, the Company and Elixir shall, promptly after the date of this Agreement, prepare and file (a) The Company shall, any notification or report forms required to be filed under the HSR Act and shall cause each Company Subsidiary to, promptly execute and file, or join in the execution and filing of, (b) any application, notification or other document that may required to be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, filed in connection with the consummation transactions contemplated hereunder any applicable foreign Legal Requirement relating to antitrust or competition matters. Without limiting the generality of the Share Purchase foregoing, the Company and Elixir shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the other transactions contemplated hereunder or the Transaction Documents and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the transactions contemplated hereunder or the Transaction Documents, take all reasonable action necessary to ensure that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated by this Agreementthe Transaction Documents and otherwise to minimize the effect of such statute or regulation thereon. The Company and Elixir shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to respond as promptly obtain, all such authorizations, approvals and consents and shall pay as practicable to: (A) any associated filing fees payable by inquiries or requests received from the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer Federal Trade Commission or the Department of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request Justice for supplemental additional information or documentary material documentation; and (B) any inquiries or requests received from any Governmental Entity with respect to the transactions contemplated herebystate attorney general, then the Company shall make, foreign antitrust or cause to be made, as soon as reasonably practicable, a response in compliance with such request. The Company shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Buyer. (b) Buyer shall promptly execute and file, or join in the execution and filing of, any application, notification competition authority or other document that is required in order to obtain the authorization, approval or consent of any Governmental Entity, whether foreign, federal, state, local or municipal governmental body in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreementantitrust or competition matters. Buyer shall use commercially reasonable efforts to obtain all such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company of any material communication between Buyer and any Governmental Entity regarding any of the transactions contemplated hereby. If Buyer or any affiliate of Buyer receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making of such response, but shall consider in good faith the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing in this Section 6.3 shall limit a party’s right to terminate this Agreement pursuant to Section 8.1(b) if such party has, until such date, complied in all material respects with its obligations under this Section 6.3.

Regulatory Approvals. (a) The Company shallEach Borrower shall promptly, and shall cause each Company Subsidiary toat its expense, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether federal, state, local or foreign, which may be reasonably required, or which Buyer may reasonably request, in connection with the consummation of the Share Purchase and the other transactions contemplated by this Agreement. The Company shall use commercially reasonable efforts to obtain, and to cooperate with Buyer to promptly obtain, all such authorizations, approvals and consents and shall pay any associated filing fees payable by the Company with respect to such authorizations, approvals and consents. The Company shall promptly inform Buyer of any material communication between the Company and any Governmental Entity regarding any of the transactions contemplated hereby. If the Company or any Subsidiary receives any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then the Company shall makedeliver, or cause to be madeexecuted and delivered, all applications, certificates, instruments, registration statements, and all other documents and papers the Agent may reasonably request and as soon as reasonably practicablemay be required by law to acquire any governmental approvals or the consent, a response in compliance with such request. The Company shall directapproval, in its sole discretionregistration, qualification or authorization of any other Person deemed necessary for the making effective exercise of such response, but shall consider in good faith the views any of the Buyer. (b) Buyer rights under this Agreement. Without limiting the generality of the foregoing, if an Event of Default shall promptly execute have occurred and filebe continuing, or join in each Borrower shall take any reasonable action which the execution and filing of, any application, notification or other document that is required Agent may reasonably request in order to obtain transfer and assign to the authorizationAgent, approval or consent of any Governmental Entityto such one or more third parties as the Agent may designate, whether foreign, federal, state, local or municipal in connection with the consummation to a combination of the Share Purchase foregoing, each government approval of such Borrower. To enforce the provisions of this Section, upon the occurrence and during the other transactions continuance of an Event of Default, the Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the governmental authority an involuntary transfer of control of each such governmental approval for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Each Borrower hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed, and, if such Xxxxxxxx shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, such Borrower shall further use its reasonable best efforts to assist in obtaining governmental approvals, if required, for any action or transaction contemplated by this Agreement. Buyer shall use commercially reasonable efforts to obtain all , including, without limitation, the preparation, execution and filing with the governmental authority of such authorizations, approvals and consents and shall pay any associated filing fees payable by Buyer with respect to such authorizations, approvals and consents. Buyer shall promptly inform the Company Borrower’s portion of any material communication between Buyer and any Governmental Entity regarding any necessary application for the approval of the transactions contemplated hereby. If Buyer transfer or assignment of any affiliate portion of Buyer receives the assets (including any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then Buyer shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. Buyer shall direct, in its sole discretion, the making governmental approval) of such responseBorrower. Because each Borrower agrees that the Agent’s remedy at law for failure of such Borrower to comply with the provisions of this Section would be inadequate and that such failure would not be adequately compensable in damages, but shall consider in good faith such Borrower agrees that the views of the Company. (c) Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), it is expressly understood and agreed that: (i) Buyer shall not have any obligation to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) Buyer shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (1) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer or any of its affiliates or the Company or its Subsidiaries, (2) the imposition of any limitation or regulation on the ability of Buyer or any of its affiliates to freely conduct their business or own such assets, or (3) the holding separate of the Company Shares or any limitation or regulation on the ability of Buyer or any of its affiliates to exercise full rights of ownership of the Company Shares (any of the foregoing, an “Antitrust Restraint”). Nothing covenants contained in this Section 6.3 shall limit a party’s right may be specifically enforced, and such Borrower hereby waives and agrees not to terminate this Agreement pursuant to Section 8.1(b) if assert any defenses against an action for specific performance of such party has, until such date, complied in all material respects with its obligations under this Section 6.3covenants.