Common use of Regulatory Undertaking Clause in Contracts

Regulatory Undertaking. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each use reasonable best efforts to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company or its Subsidiaries permitted by Sections 7.04(b). In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable and in any event within 10 Business Days of the date hereof . Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. In addition, each of Parent and the Company shall make such other filings with any foreign Governmental Authorities as may be required under any applicable foreign Law similar to the HSR Act as promptly as practicable. (b) Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the transactions contemplated by this Agreement and, subject to Applicable Law, permit the other party and its counsel to review in advance, and the party receiving such communication shall consider in good faith the views of the other party and its counsel in connection with any proposed written communication to any of the foregoing, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger unless 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 and participate thereat, and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement and the Merger. Parent shall offer to take (and if such offer is accepted, commit to take) with respect to itself and the Company all actions reasonably necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger; provided that such actions do not have a materially adverse impact on the benefits that Parent expects to receive in connection with the transactions contemplated by this Agreement; provided, further, that Parent shall not be obligated under this Section 9.01 to hold separate or to divest any of the material businesses, services or properties or assets of either Parent, on the one hand, or the Company and its Subsidiaries, on the other hand.

Regulatory Undertaking. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each will use their respective reasonable best efforts (i) to take, or cause to be taken, all actions, (ii) to do, or cause to be done, all things and (iii) assist and cooperate with the other Parties in doing (or causing to be done) all things, in each case as are necessary, proper or advisable under Applicable Law or otherwise to consummate the transactions contemplated by this Agreement, including by (iA) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and documents, (iiB) obtaining and maintaining all approvals, consents, orders, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided Agreement and (C) executing and delivering any Contracts or other instruments that are reasonably necessary to consummate the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by Offer or the Company or its Subsidiaries permitted by Sections 7.04(b). Merger. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall (i) make an appropriate filing of a Pre-merger Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable and in any event within 10 ten (10) Business Days of the date hereof . Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters, and (ii) not extend any waiting period under to the HSR Act or enter into any agreement with extent required in the FTC or the Antitrust Division not reasonable judgment of counsel to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. In addition, each of Parent and the Company shall Company, as soon as practicable, make such other filings with any foreign Governmental Authorities as may be required under any foreign antitrust or competition law. Each of Parent and the Company will (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings; (C) supply (or cause the other to be supplied) any additional information that may be required or requested by the FTC, the Antitrust Division or the Governmental Authorities of any other applicable foreign Law similar jurisdiction in which any such filing is made; and (D) use reasonable best efforts to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the Offer or the Merger; and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the Offer or the Merger, in each case as promptly soon as practicable. If any Party or Affiliate thereof receives a request for additional information or documentary material from any Governmental Authority with respect to the Offer or the Merger pursuant to the HSR Act or any other Antitrust Laws applicable to the Offer or the Merger, then such Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request. (bc) Each party In furtherance and not in limitation of the foregoing, the Company, Parent and Merger Subsidiary shall (and shall cause their respective Subsidiaries to), subject to any restrictions under Applicable Laws, (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General state attorney general or any other Governmental Authority with respect to the transactions contemplated by this Agreement and, subject to Applicable Law, permit the other party and its counsel to review in advance, and the party receiving such communication shall consider in good faith the views of the other party and its counsel in connection with advance any proposed written communication to any of the foregoing, ; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger unless 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 and participate thereat, ; and (iii) furnish the other party with copies of all correspondence, filingsfilings other than their respective Pre-Merger Notification and Report Forms (and attachments thereto or submissions therewith), and communications (and memoranda setting forth the substance thereof) between them and their affiliates Affiliates and their respective representatives Representatives on the one hand, and any government Governmental Authority or regulatory authority or members or their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement and the Merger. However, each of the Company, Parent and Merger Subsidiary may designate any non-public information provided to any Governmental Authority as restricted to “outside counsel” only and any such information shall offer not be shared with employees, officers or directors or their equivalents of the other party without approval of the party providing the non-public information; provided, however, that each of Company, Parent and Merger Subsidiary may redact any valuation and related information before sharing any information provided to take (and if such offer is accepted, commit to take) with respect to itself and the Company all actions reasonably necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger; provided that such actions do not have a materially adverse impact another Party on the benefits that Parent expects to receive in connection with the transactions contemplated by this Agreement; provided, further, that Parent shall not be obligated under this Section 9.01 to hold separate or to divest any of the material businesses, services or properties or assets of either Parent, on the one hand, or the Company and its Subsidiaries, on the other handan “outside counsel” only basis.

Regulatory Undertaking. (a) Subject to the terms and conditions of this Agreement, the Company parties hereto shall, and Parent shall each cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this AgreementTransactions, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and that are necessary, proper or advisable to consummate the Transactions, including the Parent Disclosure Documents, (ii) obtaining and maintaining all any approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by Transactions, (iii) making any other submissions required in connection with the consummation of the Merger under the 1933 Act, the 1934 Act, the MIBCA, the MILLCA, applicable state or federal securities laws or the Nasdaq rules and regulations and (iv) taking or causing to be taken all other actions necessary, proper or advisable consistent with this AgreementSection 9.2 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations under such Laws as soon as practicable; provided that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company Parent or its Subsidiaries expressly permitted by Sections 7.04(b). In furtherance and not 7.6(b) or 9.1. (b) Notwithstanding anything in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable and this Section 9.2 or otherwise in any event within 10 Business Days of the date hereof . Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with none of the parties hereto shall be required or permitted, without the prior written consent of all of the other parties hereto. In addition, each to consent to any requirement, condition, limitation, understanding, agreement or order of Parent and the Company shall make such other filings with any foreign a Governmental Authorities as may be required under any applicable foreign Law similar Authority (x) to the HSR Act as promptly as practicable. (b) Each party shall (i) promptly notify the other party sell, divest, license, assign, transfer, hold separate or otherwise dispose of any written communication to that material portion of the assets or business of such party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority of their respective Subsidiaries, or (y) that materially limits the freedom of action with respect to, or ability to the transactions contemplated by this Agreement andretain, subject to Applicable Law, permit the other party and its counsel to review in advance, and the party receiving such communication shall consider in good faith the views of the other party and its counsel in connection with any proposed written communication to any of the foregoingbusinesses, (ii) not agree services, or assets of such party or any of their respective Subsidiaries, in order to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger unless it consults with the other party in advance and, to the extent be permitted by such Governmental Authority, gives Authority to consummate the other party the opportunity to attend and participate thereat, and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement and the Merger. Parent shall offer to take (and if such offer is accepted, commit to take) with respect to itself and the Company all actions reasonably necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger; provided that such actions do not have a materially adverse impact on the benefits that Parent expects to receive in connection with the transactions contemplated by this Agreement; provided, further, that Parent shall not be obligated under this Section 9.01 to hold separate or to divest any of the material businesses, services or properties or assets of either Parent, on the one hand, or the Company and its Subsidiaries, on the other handTransactions.

Regulatory Undertaking. (a) Subject to the terms and conditions of this Agreement, each of the Company Company, Parent and Parent Merger Subsidiary shall each use reasonable best efforts to: (i) consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable; (ii) obtain from any Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations, clearances or orders advisable or required to consummate be obtained by Parent or the Company or any of their respective Subsidiaries, including under the Antitrust Laws; (iii) avoid any proceeding by any Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Merger; (iiv) preparing and filing defend any lawsuits or other proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order, or injunction entered by any court or other Governmental Authority vacated, lifted, overturned or reversed; (v) as promptly as practicable with reasonably practicable, and in any Governmental Authority or other Third Party all documentation to effect event within 15 Business Days after the date of this Agreement, make all necessary filingsfilings under the HSR Act, noticesand, petitionsexcept to the extent of delays caused by the failure of the Company to timely provide information reasonably required by Parent in connection therewith, statementswithin 25 Business Days after the date of this Agreement submit all other notifications, filings and registrations required or advisable under the Antitrust Laws (which time period may be satisfied by submission of a draft filing in Brazil or in other jurisdictions where customary to do so), and thereafter supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any Law; and (vi) as promptly as reasonably practicable, make any other required or advisable registrations, declarations, submissions and filings with respect to the transactions contemplated by this Agreement required under the Exchange Act, any other applicable federal or state securities Laws, and any other applicable Law; provided that Parent and Merger Subsidiary shall, on behalf of informationthe parties, applications control and other documents lead all communications and (ii) strategy relating to any litigation or to obtaining and maintaining all approvals, consents, waivers, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable necessary to consummate the Merger; provided, however, that Parent shall consult in advance with the Company and in good faith take the Company’s views into account regarding the overall strategic direction of any such litigation or approval process, as applicable, and consult with the Company prior to taking any material substantive positions, making dispositive motions or other material substantive filings or submissions or entering into any negotiations concerning such litigation or approvals, as applicable. (b) Without limiting the generality of anything contained in this Section 7.03, each party shall: (i) give the other parties prompt notice of the making or commencement of any request or proceeding by or before any Governmental Authority with respect to the transactions contemplated by this Agreement; provided that (ii) keep the obligations set forth in this sentence shall not be deemed to have been breached other parties informed as a result of actions by the Company or its Subsidiaries permitted by Sections 7.04(b). In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect status of any such request or proceeding; (iii) to the transactions contemplated hereby with extent practicable, give the other parties notice and an opportunity to participate in any communication made to the United States Federal Trade Commission (the “FTC”) and ), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable and in ), or any event within 10 Business Days of the date hereof . Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC other domestic, foreign or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other supranational Governmental Authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement together with the FTC or and the Antitrust Division not to consummate Division, the “Antitrust Authorities”) regarding the transactions contemplated by this Agreement, except with the prior written consent of ; and (iv) promptly notify the other parties heretoof the substance of any communication from any Antitrust Authorities. In additionSubject to applicable Laws relating to the exchange of information, each of Parent and the Company shall make such have the right to review in advance and, to the extent practicable, each will consult with the other filings on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted or communication made to, any third party and/or any Governmental Authority in connection with any foreign Governmental Authorities the Merger and the other transactions contemplated by this Agreement (including the Proxy Statement). In addition, except as may be required under prohibited by any Governmental Authority or by any applicable foreign Law similar each party hereto will permit authorized representatives of the other parties to be present at each meeting, conference or telephone call and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such request or proceeding. In exercising the HSR Act foregoing rights, each of the Company and Parent shall act reasonably and as promptly as practicable. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.03 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be); provided that materials provided pursuant to this Section 7.03 may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns. Subject to applicable Laws and as required by any Governmental Authority, the Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement. (bc) Each party shall (i) promptly notify the other party of If any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority objections are asserted with respect to the transactions contemplated by this Agreement andunder the HSR Act or any other applicable Antitrust Laws, subject or if any lawsuit or other proceeding, whether judicial or administrative, is instituted (or threatened to Applicable Lawbe instituted), permit including any proceeding by any Governmental Authority or private party, challenging the other party and its counsel to review in advance, and the party receiving such communication shall consider in good faith the views transactions contemplated by this Agreement as violative of the other party and its counsel any Antitrust Law or which would otherwise prohibit or materially impair or delay in connection with any proposed written communication to any Antitrust Law the consummation of the foregoingtransactions contemplated by this Agreement, each of Parent and the Company shall (and shall cause their respective Subsidiaries to) use their respective reasonable best efforts to (i) resolve any such objections and (ii) not agree contest and resist any such action or proceeding and to participate in have vacated, lifted, reversed or overturned any substantive meeting decree, judgment, injunction, or discussion with other order, whether temporary, preliminary or permanent, that results from such action or proceeding and that prohibits, prevents or restricts consummation of the transaction on or before the End Date, including taking action to hold separate or effect the sale, divestiture or disposition of such assets, businesses, services, products or product lines of the Parent or any Governmental Authority in respect of its Subsidiaries and/or the Company or any filingsof its Subsidiaries or behavioral limitations, investigation conduct restrictions or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger unless 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 and participate thereat, and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, commitments with respect to any competition such assets, businesses, services, products or antitrust matters product lines of the Parent or any of its Subsidiaries and/or the Company or any of its Subsidiaries (collectively, “Remedial Actions”); provided that the parties shall not be required to take, or cause to be taken, any Remedial Actions that individually or in connection the aggregate, would result in the sale, divestiture, transfer or disposition of, or any other behavioral limitation, conduct restriction or commitment with this Agreement and respect to, any assets that in the aggregate generated revenue in excess of $75 million in calendar year 2017. Neither party shall enter into any agreement with a Governmental Authority not to consummate the Merger, or extend the waiting period under any Law, without the other party’s written consent. If requested by Parent, the Company shall take any action or make any agreement required by any Governmental Authority under any Antitrust Law; provided that any such action or agreement is conditioned on the consummation of the Merger. The Company shall not take any action or make any agreement required by any Governmental Authority under any Antitrust Law without the written consent of Parent, in its sole discretion. Prior to the Closing, Parent shall offer not enter into any transactions that would reasonably be expected to take cause the closing condition set forth in Section 8.01(c) not to be satisfied prior to the End Date. (d) Parent shall be solely responsible for and if such offer is accepted, commit pay all fees payable to take) with respect to itself and the Company all actions reasonably necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger; provided that such actions do not have a materially adverse impact on the benefits that Parent expects to receive Authorities in connection with the transactions contemplated by this Agreement; provided, further, that Parent shall not be obligated under this Section 9.01 to hold separate or to divest any of the material businesses, services or properties or assets of either Parent, on the one hand, or the Company and its Subsidiaries, on the other hand.

Regulatory Undertaking. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided provided, however, that the obligations set forth in this sentence shall not be deemed to have been breached merely as a result of actions taken by the Company or its Subsidiaries permitted by Sections Section 7.04(b). . (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable and in any event within 10 five Business Days of after the date hereof hereof. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. In addition, each of Parent and the Company shall make such other filings with any foreign Governmental Authorities as may be required under any applicable foreign Law similar to the HSR Act as promptly as practicable. (b) Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the transactions contemplated by this Agreement and, subject to Applicable Law, permit the other party and its their counsel the reasonable opportunity to review in advance, and the party receiving such communication shall consider in good faith the views of the other party and its counsel in connection with comment on any proposed written communication to any of the foregoing, foregoing and give reasonable and good faith consideration to any comments made by such other party and their counsel; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger unless 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 and participate thereat, ; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement and the Merger. Notwithstanding anything to the contrary in this Agreement, in no event shall Parent shall or any of its respective Affiliates be required to agree to, enter into or offer to take (and if such offer is acceptedenter into any agreement or consent order requiring divestiture of any assets, commit to take) with respect to itself and hold-separate, business limitation, limitation on conduct or governance of Parent, the Company all actions reasonably necessary to avoid or eliminate impediments under any antitrust, competitionof their respective Affiliates, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General similar arrangement or any other Governmental Authority with respect to the Merger; provided that such actions do not have a materially adverse impact on the benefits that Parent expects to receive undertaking in connection with this Agreement or any of the transactions contemplated by this Agreement; provided, further, that Parent shall not be obligated under this Section 9.01 to hold separate or to divest any of the material businesses, services or properties or assets of either Parent, on the one hand, or the Company and its Subsidiaries, on the other handhereby.

Regulatory Undertaking. (a) Subject to the terms and conditions of this Agreement, the Company and Parent Parties shall each use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement, including the Merger, including (ia) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents documents, and (iib) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by this AgreementMerger; provided that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company TIL, TNK or its their respective Subsidiaries permitted by Sections 7.04(b)Section 6.4 or Section 6.5, as applicable. In furtherance and not in limitation of the foregoing, (i) each of Parent TIL and the Company shall TNK agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act (the “HSR Filings”) with respect to the transactions contemplated hereby Merger as soon as practicable after the date hereof, and to use its reasonable best efforts to supply as soon as practicable any additional information and documentary material that may be reasonably requested pursuant to the HSR Act and to take, or cause to be taken, all other actions consistent with this Section 8.1 necessary to cause the United States Federal Trade Commission (the “FTC”) and the Antitrust Division expiration or termination of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable and in any event within 10 Business Days of the date hereof . Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters, and (ii) not extend any applicable waiting period periods under the HSR Act (including any extensions thereof) as soon as practicable (including by requesting early termination of the waiting period thereunder). Notwithstanding the foregoing, nothing in this Agreement shall require (or enter into be deemed to require) TNK, Merger Sub or TIL to consent to any requirement, condition, limitation, understanding, agreement with or order that would have, or reasonably be expected to have, individually or in the FTC aggregate, a material adverse effect on the financial condition or results of operations of the Antitrust Division Surviving Company and its Subsidiaries, considered as a whole, following the Effective Time. Notwithstanding the foregoing, TNK, Merger Sub, TIL and their respective Subsidiaries shall not to consummate the transactions contemplated by this Agreement, except with be required (and without the prior written consent of the other parties hereto. In additionTNK, each of Parent and the Company shall make such other filings with any foreign Governmental Authorities as may be required under any applicable foreign Law similar to the HSR Act as promptly as practicable. (b) Each party shall (i) promptly notify the other party of any written communication to that party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the transactions contemplated by this Agreement and, subject to Applicable Law, permit the other party and its counsel to review in advanceMerger Sub, and the party receiving such communication TIL shall consider in good faith the views of the other party and its counsel in connection with not), take any proposed written communication to any of the foregoing, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger unless 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 and participate thereat, and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, action with respect to any competition order or antitrust matters any applicable Law or in connection with this Agreement and order to obtain any approval which is not conditioned upon the consummation of the Merger. Parent shall offer to take (and if such offer is accepted, commit to take) with respect to itself and the Company all actions reasonably necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger; provided that such actions do not have a materially adverse impact on the benefits that Parent expects to receive in connection with the transactions contemplated by this Agreement; provided, further, that Parent shall not be obligated under this Section 9.01 to hold separate or to divest any of the material businesses, services or properties or assets of either Parent, on the one hand, or the Company and its Subsidiaries, on the other hand.

Regulatory Undertaking. (a) Subject to the terms and conditions of this Agreement, the Company parties hereto shall, and Parent shall each cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this AgreementTransactions, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and that are necessary, proper or advisable to consummate the Transactions, including the Parent Disclosure Documents, (ii) obtaining and maintaining all any approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the transactions contemplated by Transactions, (iii) making any other submissions required in connection with the consummation of the Transactions under the 1933 Act, the 1934 Act, the MIBCA, applicable state or federal securities laws or the Nasdaq rules and regulations and (iv) taking or causing to be taken all other actions necessary, proper or advisable consistent with this AgreementSection 9.2 to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations under such Laws as soon as practicable; provided that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company Parent or its Subsidiaries expressly permitted by Sections 7.04(b). In furtherance and not in limitation 7.6(b) or 9.1 of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission Merger Agreement. (the “FTC”b) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable and Notwithstanding anything in any event within 10 Business Days of the date hereof . Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC this Section 9.2 or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority otherwise in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with none of the parties hereto shall be required or permitted, without the prior written consent of all of the other parties hereto. In addition, each to consent to any requirement, condition, limitation, understanding, agreement or order of Parent and the Company shall make such other filings with any foreign a Governmental Authorities as may be required under any applicable foreign Law similar Authority (x) to the HSR Act as promptly as practicable. (b) Each party shall (i) promptly notify the other party sell, divest, license, assign, transfer, hold separate or otherwise dispose of any written communication to that material portion of the assets or business of such party from the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority of their respective Subsidiaries, or (y) that materially limits the freedom of action with respect to, or ability to the transactions contemplated by this Agreement andretain, subject to Applicable Law, permit the other party and its counsel to review in advance, and the party receiving such communication shall consider in good faith the views of the other party and its counsel in connection with any proposed written communication to any of the foregoingbusinesses, (ii) not agree services, or assets of such party or any of their respective Subsidiaries, in order to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger unless it consults with the other party in advance and, to the extent be permitted by such Governmental Authority, gives Authority to consummate the other party the opportunity to attend and participate thereat, and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority or members or their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement and the Merger. Parent shall offer to take (and if such offer is accepted, commit to take) with respect to itself and the Company all actions reasonably necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger; provided that such actions do not have a materially adverse impact on the benefits that Parent expects to receive in connection with the transactions contemplated by this Agreement; provided, further, that Parent shall not be obligated under this Section 9.01 to hold separate or to divest any of the material businesses, services or properties or assets of either Parent, on the one hand, or the Company and its Subsidiaries, on the other handTransactions.

Regulatory Undertaking. (a) Subject to the terms and conditions of this Agreement, the Company and Parent shall each use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company or its Subsidiaries permitted by Sections 7.04(b). . (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) as promptly as practicable and in any event within 10 Business Days of the date hereof hereof. Each of Parent and the Company shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with antitrust matters, matters and (ii) not subject to Applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any Applicable Law in connection with the transactions contemplated by this Agreement. Neither party shall extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto. In additionParent shall offer to take (and if such offer is accepted, each of Parent commit to take) with respect to itself and the Company shall make such other filings with all actions necessary to avoid or eliminate impediments under any foreign Governmental Authorities as Antitrust Law that may be required under any applicable foreign Law similar to the HSR Act as promptly as practicable. (b) Each party shall (i) promptly notify the other party of any written communication to that party from asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger (including with respect to any of the suits, actions or proceedings described in clause (ii)(A) of Annex I to this Agreement) so as to enable the consummation thereof as promptly as reasonably practicable; provided in no event shall Parent be required to (i) agree to, commit to, and effect, by consent decree, hold separate order, or otherwise, the sale, divesture, disposition, license of, or (ii) otherwise take or commit to take any action that limits its or the Company’s freedom of action with respect to, or its ability to retain, any assets, properties, businesses, products, product lines, rights or services of Parent, the Company or any of their Subsidiaries or any interest or interests therein. In addition, Parent shall not be required to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated, lifted, reversed, overturned or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain, prevent, or delay the Closing prior to the consummation of the transactions contemplated by this Agreement. Each party shall (i) promptly notify the other party of any substantive communication to that party from the FTC, the Antitrust Division, any State Attorney General, any other Governmental Authority or a private party in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with the transactions contemplated by this Agreement and, subject to Applicable Law, permit the other party and its counsel to review in advance, and the party receiving such communication shall consider in good faith the views of the other party and its counsel in connection with advance any proposed substantive written communication to any of the foregoing, foregoing and consider in good faith the other party’s reasonable comments; (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Merger unless 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 and participate thereat, ; and (iii) subject to Applicable Law furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any government or regulatory authority Governmental Authority or members or their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement and the Merger. Parent shall offer to take (and if such offer is accepted, commit to take) with respect to itself and the Company all actions reasonably necessary to avoid or eliminate impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any State Attorney General or any other Governmental Authority with respect to the Merger; provided that such actions do not have a materially adverse impact on the benefits that Parent expects to receive in connection with the transactions contemplated by this Agreement; provided, further, that Parent shall not be obligated under this Section 9.01 to hold separate or to divest any of the material businesses, services or properties or assets of either Parent, on the one hand, or the Company and its Subsidiaries, on the other hand.