Common use of Regulatory Filings; Consents; Reasonable Efforts Clause in Contracts

Regulatory Filings; Consents; Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their respective reasonable good faith efforts to (i) make as soon as practicable after the date hereof all necessary filings with respect to the Merger and the Subsidiary Merger and this Agreement and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make as soon as practicable after the date hereof merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect thereto, including, without limitation, notices required under the Antitrust Laws and supply all additional information requested in connection therewith; (iii) obtain as soon as practicable after the date hereof all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the Subsidiary Merger, including those required under the HSR Act; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. (b) Each of Parent and the Company shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the Federal Trade Commission Act, as amended, and any other 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”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or, to Parent’s or the Company’s knowledge, threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of the Merger, the Subsidiary Merger or any such other transactions, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. The parties hereto will 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 Parent and the Company shall use all reasonable efforts to take such action as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Parent shall be under no obligation to comply with any restrictions or conditions imposed or requested by any antitrust authority with respect to Antitrust Laws in connection with granting any necessary clearance or terminating any applicable waiting period, including, without limitation, (w) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customer or assets of Parent, the Company or any of their respective Subsidiaries contemporaneously with or after the Closing, (x) taking or committing to take such other actions that may limit Parent’s, or the Company’s or any of their respective Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customers or assets, (y) terminating any contract or other business relationship or (z) entering into any Order, consent decree or other agreement to effectuate any of the foregoing. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger, the Subsidiary Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the businesses or assets of the Company.

Regulatory Filings; Consents; Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, the Company Target and Parent Acquiror shall use their respective reasonable good faith efforts to (i) make as soon as practicable after the date hereof all necessary filings with respect to the Merger and the Subsidiary Merger and this Agreement under the Exchange Act, the Securities Act and applicable blue sky or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make as soon as practicable after the date hereof merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect thereto, including, without limitation, notices required under the Antitrust Laws thereto and supply all additional information requested in connection therewith; (iii) obtain as soon as practicable after the date hereof all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the Subsidiary Merger, including those required under the HSR ActAct and any other applicable Antitrust Law; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. (b) Each of Parent Acquiror and the Company Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the Federal Trade Commission Act, as amended, and any other federalFederal, 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”"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or, to Parent’s or the Company’s knowledge, threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Acquiror and the Company Target shall cooperate and use all reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “"Order”"), that is in effect and that prohibits, prevents, or restricts consummation of the Merger, the Subsidiary Merger or any such other transactions, unless by mutual agreement Parent Acquiror and the Company Target decide that litigation is not in their respective best interests. The parties hereto will 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. Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and agreed that neither Acquiror nor Target shall be obligated to litigate or contest any administrative or judicial action or proceeding or any Order beyond September 30, 2000. Each of Parent Acquiror and the Company Target shall use all reasonable efforts to take such action as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. ; provided, however, that nothing contained herein shall require either party to seek early termination of any such waiting period under the Antitrust Laws. (c) Notwithstanding anything to the contrary set forth in this AgreementSection 7.3(a) or (b), Parent (i) neither Acquiror nor any of it subsidiaries shall be under no obligation required to comply with any restrictions or conditions imposed or requested by any antitrust authority with respect to Antitrust Laws in connection with granting any necessary clearance or terminating any applicable waiting period, including, without limitation, (w) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customer or assets of Parent, the Company or divest any of their respective Subsidiaries contemporaneously with or after the Closing, (x) taking or committing to take such other actions that may limit Parent’s, or the Company’s or any of their respective Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customers lines or assets, (y) terminating or to take or agree to take any contract other action or other business relationship agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Acquiror or of Acquiror combined with the Surviving Corporation after the Effective Time or (zii) entering into any Order, consent decree or other agreement Target shall not be required to effectuate divest any of the foregoingits respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Target. (cd) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other Person person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger, the Subsidiary Merger or the transactions contemplated hereunder or otherwise limit the right of Parent Acquiror or its subsidiaries to own or operate all or any portion of the businesses or assets of the CompanyTarget.

Regulatory Filings; Consents; Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their respective commercially reasonable good faith efforts to (i) make as soon as practicable after the date hereof all necessary filings with respect to the Merger and the Subsidiary Merger and this Agreement and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make as soon as practicable after the date hereof merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect thereto, including, including without limitation, limitation notices required under the Antitrust Laws (as defined below) and supply all additional information requested in connection therewith; (iii) obtain as soon as practicable after the date hereof all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the Subsidiary Merger, including those required under the HSR Act; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. (b) Each of Parent and the Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the Federal Trade Commission Act, as amended, and any other 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”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or, to Parent’s or the Company’s knowledge, threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of the Merger, the Subsidiary Merger or any such other transactions, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. The parties hereto will 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 Parent and the Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything Nothing contained herein shall be deemed to the contrary set forth in require Parent or any of its Affiliates to take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, Parent shall be under no obligation to comply with an “Action of Divestiture” means (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any restrictions assets or conditions imposed or requested by any antitrust authority with respect to Antitrust Laws in connection with granting any necessary clearance or terminating any applicable waiting period, including, without limitation, (w) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customer or categories of assets of Parent, the Company Parent or any of their respective Subsidiaries contemporaneously with its Affiliates or, following the Effective Time, any assets or after categories of assets of the ClosingSurviving Corporation or any of its Subsidiaries, (xii) taking the imposition of any limitation or committing regulation on the ability of Parent or any of its Affiliates to take such other actions that may limit operate, directly or indirectly, their business, the business of their Subsidiaries or, following the Effective Time, the business of the Surviving Corporation or any of its Subsidiaries or (iii) the imposition of any limitation or regulation on Parent’s, or the Company’s or any of its Affiliates’ ownership or control, direct or indirect, of their respective Subsidiaries’ freedom of action with respect toSubsidiaries or, following the Effective Time, the Surviving Corporation or its ability to retain, one or more any of its operations, divisions, businesses, product lines, customers or assets, (y) terminating any contract or other business relationship or (z) entering into any Order, consent decree or other agreement to effectuate any of the foregoingSubsidiaries. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger, the Subsidiary Merger or the transactions contemplated hereunder or otherwise limit the right require an Action of Parent or its subsidiaries to own or operate all or any portion of the businesses or assets of the CompanyDivestiture.

Regulatory Filings; Consents; Reasonable Efforts. (a) Subject to Each of the terms Buyer and conditions of this Agreement, the Company and Parent Seller shall use their respective its reasonable good faith best efforts to promptly (i) make as soon as practicable after the date hereof all necessary filings with respect to the Merger and the Subsidiary Merger and this Agreement and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make as soon as practicable after the date hereof merger notification or other appropriate filings with federalfrom any Governmental Entity any consents, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect theretolicenses, including, without limitation, notices required under the Antitrust Laws and supply all additional information requested in connection therewith; (iii) obtain as soon as practicable after the date hereof all consentspermits, waivers, approvals, authorizations and or orders required to be obtained or made by the Buyer or the Seller or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the Subsidiary Mergertransactions contemplated hereunder, including those required under the HSR Act; HSR, and (ivii) take, or cause to be taken, make all appropriate actionnecessary filings, and dothereafter make any other required submissions, or cause with respect to be donethis Agreement, all things necessary, proper or advisable to consummate the other Transaction Documents and make effective the transactions contemplated by this Agreement as promptly as practicablehereby and thereby required under the Securities Act and the Exchange Act and any other applicable federal, state or foreign securities laws. (b) Each of Parent the Buyer and the Company Seller shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR ActHSR, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the Federal Trade Commission Act, as amended, and any other federalFederal, 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”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or, to Parent’s or the Company’s knowledge, threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent the Buyer and the Company Seller shall cooperate and use all reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of the Merger, transactions contemplated by the Subsidiary Merger Transaction Documents or any such other transactions, unless by mutual agreement Parent the Buyer and the Company Seller decide that litigation is not in their respective best interests. The parties hereto will 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 Parent the Buyer and the Company Seller shall use all reasonable efforts to take such action as may be required to cause the expiration of the waiting notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Parent shall be under no obligation to comply with any restrictions or conditions imposed or requested by any antitrust authority with respect to Antitrust Laws in connection with granting any necessary clearance or terminating any applicable waiting period, including, without limitation, (w) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customer or assets of Parent, the Company or any of their respective Subsidiaries contemporaneously with or after the Closing, (x) taking or committing to take such other actions that may limit Parent’s, or the Company’s or any of their respective Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customers or assets, (y) terminating any contract or other business relationship or (z) entering into any Order, consent decree or other agreement to effectuate any of the foregoing. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger, the Subsidiary Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the businesses or assets of the Company.

Regulatory Filings; Consents; Reasonable Efforts. (a) Subject to Each of the terms Buyer and conditions of this Agreement, the Company and Parent Seller shall use their respective its reasonable good faith best efforts to promptly (i) make as soon as practicable after the date hereof all necessary filings with respect to the Merger and the Subsidiary Merger and this Agreement and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make as soon as practicable after the date hereof merger notification or other appropriate filings with federalfrom any Governmental Entity any consents, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect theretolicenses, including, without limitation, notices required under the Antitrust Laws and supply all additional information requested in connection therewith; (iii) obtain as soon as practicable after the date hereof all consentspermits, waivers, approvals, authorizations and or orders required to be obtained or made by the Buyer or the Seller or any of their subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the Subsidiary Mergertransactions contemplated hereunder, including those required under the HSR Act; , if any, and (ivii) take, or cause to be taken, make all appropriate actionnecessary filings, and dothereafter make any other required submissions, or cause with respect to be donethis Agreement, all things necessary, proper or advisable to consummate the other Transaction Documents and make effective the transactions contemplated by this Agreement as promptly as practicablehereby and thereby required under the Securities Act and the Exchange Act and any other applicable federal, state or foreign securities laws. (b) Each of Parent the Buyer and the Company Seller shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR ActHSR, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the Federal Trade Commission Act, as amended, and any other federalFederal, 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”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or, to Parent’s or the Company’s knowledge, threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent the Buyer and the Company Seller shall cooperate and use all reasonable efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of the Merger, transactions contemplated by the Subsidiary Merger Transaction Documents or any such other transactions, unless by mutual agreement Parent the Buyer and the Company Seller decide that litigation is not in their respective best interests. The parties hereto will 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 Parent the Buyer and the Company Seller shall use all reasonable efforts to take such action as may be required to cause the expiration of the waiting notice periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. . (c) Notwithstanding anything to the contrary set forth in this AgreementSection 6.15(a) or (b), Parent (i) neither the Buyer nor any of it subsidiaries shall be under no obligation required to comply with any restrictions or conditions imposed or requested by any antitrust authority with respect to Antitrust Laws in connection with granting any necessary clearance or terminating any applicable waiting period, including, without limitation, (w) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customer or assets of Parent, the Company or divest any of their respective Subsidiaries contemporaneously with businesses, product lines or after the Closingassets, (x) taking or committing to take such or agree to take any other actions action or agree to any limitation that may limit Parent’scould reasonably be expected to have a Material Adverse Effect on the Buyer, or and (ii) neither the Company’s or Seller nor its Subsidiaries shall be required to divest any of their respective Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customers lines or assets, (y) terminating or to take or agree to take any contract other action or other business relationship or (z) entering into agree to any Order, consent decree or other agreement limitation that could reasonably be expected to effectuate any of have a Material Adverse Effect on the foregoingSeller. (cd) From the date of this Agreement until the earlier of the Effective Time Closing or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other Person person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the MergerAgreement, the Subsidiary Merger other Transaction Documents or the transactions contemplated hereunder hereby and thereby or otherwise limit the right of Parent the Buyer or its subsidiaries Subsidiaries to own or operate all or any portion of the businesses or assets of the CompanySeller or its Subsidiaries.

Regulatory Filings; Consents; Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, the Company Synchrologic and Parent Pumatech shall use their respective reasonable good faith efforts to (i) make as soon as practicable after the date hereof all necessary filings with respect to the Merger and the Subsidiary Merger and this Agreement under the Securities Act, the Exchange Act and applicable blue sky or similar securities laws and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make as soon as practicable after the date hereof merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect thereto, including, without limitation, notices required under the Antitrust Laws thereto and supply all additional information requested in connection therewith; (iii) obtain as soon as practicable after the date hereof all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the Subsidiary Merger, including those required under the HSR Act; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. (b) Each of Parent Pumatech and the Company Synchrologic shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the Federal Trade Commission Act, as amended, and any other federalFederal, 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”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or, to ParentPumatech’s or the CompanySynchrologic’s knowledge, threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent Pumatech and the Company Synchrologic shall cooperate and use all reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of the Merger, the Subsidiary Merger or any such other transactions, unless by mutual agreement Parent Pumatech and the Company Synchrologic decide that litigation is not in their respective best interests. The parties hereto will 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 Parent Pumatech and the Company Synchrologic shall use all reasonable efforts to take such action as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. ; provided, however, that nothing contained herein shall require either party to seek early termination of any such waiting period under the Antitrust Laws. (c) Notwithstanding anything to the contrary set forth in this AgreementSection 7.3(a) or (b), Parent (i) neither Pumatech nor any of it Subsidiaries shall be under no obligation required to comply with any restrictions or conditions imposed or requested by any antitrust authority with respect to Antitrust Laws in connection with granting any necessary clearance or terminating any applicable waiting period, including, without limitation, (w) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customer or assets of Parent, the Company or divest any of their respective Subsidiaries contemporaneously with or after the Closing, (x) taking or committing to take such other actions that may limit Parent’s, or the Company’s or any of their respective Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, product lines, customers lines or assets, (y) terminating or to take or agree to take any contract other action or other business relationship agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Pumatech or of Pumatech combined with the Surviving Corporation after the Effective Time or (zii) entering into any Order, consent decree or other agreement Synchrologic shall not be required to effectuate divest any of the foregoingits respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Synchrologic. (cd) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other Person Table of Contents person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger, the Subsidiary Merger or the transactions contemplated hereunder or otherwise limit the right of Parent Pumatech or its subsidiaries to own or operate all or any portion of the businesses or assets of the CompanySynchrologic.

Regulatory Filings; Consents; Reasonable Efforts. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall use their respective commercially reasonable good faith efforts to (i) make as soon as practicable after the date hereof all necessary filings with respect to the Merger and the Subsidiary Merger and this Agreement and obtain required approvals and clearances with respect thereto and supply all additional information requested in connection therewith; (ii) make as soon as practicable after the date hereof merger notification or other appropriate filings with federal, state or local governmental bodies or applicable foreign governmental agencies and obtain required approvals and clearances with respect thereto, including, including without limitation, limitation notices required under the Antitrust Laws (as defined below) and supply all additional information requested in connection therewith; (iii) obtain as soon as practicable after the date hereof all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger and the Subsidiary Merger, including those required under the HSR Act; and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. (b) Each of Parent and the Company shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Antitrust Act, as amended, the Federal Trade Commission Act, as amended, and any other 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”). In connection therewith, if any administrative or judicial action or proceeding is instituted (or, to Parent’s or the Company’s knowledge, threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Parent and the Company shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of the Merger, the Subsidiary Merger or any such other transactions, unless by mutual agreement Parent and the Company decide that litigation is not in their respective best interests. The parties hereto will 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 Parent and the Company shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the waiting periods under the HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding anything Nothing contained herein shall be deemed to the contrary set forth in require Parent or any of its Affiliates to take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, Parent shall be under no obligation to comply with an “Action of Divestiture” means (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any restrictions assets or conditions imposed or requested by any antitrust authority with respect to Antitrust Laws in connection with granting any necessary clearance or terminating any applicable waiting period, including, without limitation, (w) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any subsidiary, operations, divisions, businesses, product lines, customer or categories of assets of Parent, the Company Parent or any of their respective Subsidiaries contemporaneously with its Affiliates or, following the Effective Time, any assets or after categories of assets of the ClosingSurviving Corporation or any of its Subsidiaries, (xii) taking the imposition of any limitation or committing regulation on the ability of Parent or any of its Affiliates to take such other actions that may limit operate, directly or indirectly, their business, the business of their Subsidiaries or, following the Effective Time, the business of the Surviving Corporation or any of its Subsidiaries or (iii) the imposition of any limitation or regulation on Parent’s, or the Company’s or any of its Affiliates’ ownership or control, direct or indirect, of their respective Subsidiaries’ freedom of action with respect toSubsidiaries or, following the Effective Time, the Surviving Corporation or its ability to retain, one or more any of its operations, divisions, businesses, product lines, customers or assets, (y) terminating any contract or other business relationship or (z) entering into any Order, consent decree or other agreement to effectuate any of the foregoingSubsidiaries. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each party shall promptly notify the other party in writing of any pending or, to the knowledge of such party, threatened action, proceeding or investigation by any Governmental Entity or any other Person (i) challenging or seeking material damages in connection with this Agreement or the transactions contemplated hereunder or (ii) seeking to restrain or prohibit the consummation of the Merger, the Subsidiary Merger or the transactions contemplated hereunder or otherwise limit the right of Parent or its subsidiaries to own or operate all or any portion of the businesses or assets of the Company.