Common use of Regulatory Undertakings Clause in Contracts

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement, each of the Parties shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer and the other Transactions, including: (i) preparing and filing as soon as practicable after the date of this Agreement 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; (ii) obtaining and maintaining all approvals, consents, Orders, exemptions or waivers required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Offer or the other Transactions, including but not limited to filing a Notification and Report Form pursuant to the HSR Act with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice as promptly as reasonably practicable and in any event within fifteen (15) Business Days of the date of this Agreement (unless otherwise agreed upon by the Parties in writing); (iii) defending any Actions challenging this Agreement or the consummation of the Offer or any of the other Transactions, including seeking to have vacated or reversed any Order that would restrain, prevent or delay the Acceptance Time; and (iv) executing and delivering any additional instruments necessary to consummate the Offer and the other Transactions and to fully carry out the purposes of this Agreement. Each of the Parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the Parties shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and the Transactions.

Regulatory Undertakings. From the date hereof until the Closing, each Covered Person agrees to take, and their respective controlled Affiliates shall take, all actions reasonably required to be undertaken by a Covered Person to (ai) Subject enable the Windstream Group to comply with their obligations under the provisions of Section 8.01 of the Merger Agreement with respect to the terms and conditions of this Agreement, each filings referred to in Section 8.01(b) of the Parties shall use Merger Agreement (including, for the avoidance of doubt, any filing required by the Committee on Foreign Investment in the United States), including using their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer and the other Transactions, including: (i) preparing and filing supply as soon promptly as practicable after information and documentary materials relating to such Covered Person as may be reasonably requested or required by Windstream and are available to such Covered Person to enable Windstream to comply with its obligations under Section 8.01 of the date of this Agreement with Merger Agreement; provided that (A) the Covered Persons may designate any nonpublic information that is competitively sensitive provided to any Governmental Authority as restricted to “outside counsel” only and any such information shall not be shared with employees, officers, managers or directors or their equivalents of the other Third Party all documentation party without such Covered Person’s approval, and (B) the Covered Persons shall not be required to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications supply information or materials to the extent doing so would violate any Applicable Law and other documents; (ii) obtaining and maintaining all approvals, consents, Orders, exemptions or waivers required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Offer or the other Transactions, including but not limited to filing a (A) make appropriate filings of Notification and Report Form Forms pursuant to the HSR Act with respect to the United States Federal Trade Commission (“FTC”) Transactions and the transactions contemplated by the Pre-Closing Windstream Reorganization Transactions with the FTC and the Antitrust Division Division, in each case as such Persons are required to make under Applicable Law to consummate such transactions and (B) with respect to each such filing, take all actions that Windstream would be required to take in connection with such filings, had it made such filings, pursuant to Section 8.01 of the United States Department of Justice as promptly as reasonably practicable and in any event within fifteen Merger Agreement; provided that (15x) Business Days of if an objection is asserted with respect to the date of this Agreement (unless otherwise agreed upon by the Parties in writing); (iii) defending any Actions challenging this Agreement or the consummation of the Offer or any of the other Transactions, including seeking or if any Governmental Authority requests any action (other than requests to have vacated provide information or reversed any Order that would restrain, prevent participate in meetings or delay the Acceptance Time; and (iv) executing and delivering any additional instruments necessary to consummate the Offer and the other Transactions and to fully carry out the purposes of this Agreement. Each of the Parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request discussions in connection with the foregoing. In additionfilings referred to above), each nothing in this Section ‎2(e) shall require any Covered Person or any of its Affiliates, other than the Parties shall consult with the other with respect Windstream Group and its respective Subsidiaries (including, upon formation, HoldCo and Merger Sub), to propose, negotiate or commit to, provide accept or otherwise agree to any necessary information with respect to and provide the other (obligation, requirement, condition, or its counsel) copies of, all filings made by such party with limitation of any Governmental Authority (other than providing information or any other information supplied by such party to a Governmental Authority participating in meetings or discussions in connection with the filings referred to above) that would apply to any Covered Person or any of its Affiliates, or any of their respective portfolio operating companies, other than the Windstream Group and its respective Subsidiaries (including, upon formation, HoldCo and Merger Sub), including, without limitation, any of the actions take any action described in the definition of Burdensome Condition, and (y) any costs and expenses incurred by a Covered Person in connection with the actions contemplated by this Section ‎2(e) shall be deemed to be incurred by Windstream for purposes of the definition of “Transaction Expenses” in the Merger Agreement (and may be incurred, and paid by Windstream, to the Transactionsextent permitted to be paid by Windstream pursuant to Section 7.05 of the Merger Agreement).

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement, each of the Parties Company and Parent shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Offer and the other Transactions, including: including (i) preparing and filing as soon promptly as practicable after the date of this Agreement 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 (ii) obtaining and maintaining all approvals, consentsConsents, registrations, permits, authorizations, Orders, exemptions or waivers waivers, non-objections and other confirmations required to be obtained from (A) any Governmental Authority that are necessary, proper or advisable to consummate the Transactions including (x) under the HSR Act and (y) those listed on Schedule 8.01 to this Agreement (the “Requisite Regulatory Approvals”) and (B) any other Third Party that are necessary, proper or advisable to consummate the Offer Transactions. Parent acknowledges and agrees that its obligation pursuant to this ‎‎Section 8.01 includes divestitures, hold separate arrangements, the termination, assignment, novation or modification of contracts or other business relationships or business areas, the acceptance of restrictions on business operations, the entry into other Transactionscommitments (including those set forth on Section 8.01(x) of the Company Disclosure Schedule) and limitations, and litigation, including but not limited with Governmental Authorities, to filing a Notification obtain the approvals, Consents, registrations, permits, authorizations, Orders, waivers, non-objections and Report Form other confirmations required to be obtained from any Governmental Authority to consummate the transactions contemplated hereby; provided, that, if requested by Parent, the Company and any of its Subsidiaries will become subject to, consent to, or offer or agree to, or otherwise take any of the foregoing actions so long as such action is only binding on the Company or such Subsidiary after the Closing (in the event that the Closing occurs); provided further that, unless requested by Parent pursuant to the HSR Act with immediately foregoing proviso, neither the United States Federal Trade Commission (“FTC”) and Company nor any of its Subsidiaries will, without the Antitrust Division prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any of the United States Department foregoing actions if the taking of Justice any or all such actions would, individually or in the aggregate, result in a Materially Burdensome Regulatory Condition (as promptly as defined below). Notwithstanding the foregoing or any other provision of this Agreement, Parent shall not be required to (x) take or commit to take any action that would reasonably practicable and be expected to result in any event within fifteen (15) Business Days changes to the business of the date Company or any of this Agreement its Subsidiaries or of Parent or any of its Subsidiaries that, if in effect at the start of fiscal year 2019, would have resulted in the reduction of the revenues of the Company, its Subsidiaries, Parent and/or its Subsidiaries, by an amount in excess of $25,000,000 in the aggregate, in the 2019 fiscal year or (unless otherwise agreed upon y) take or commit to take any actions that would result in incremental payments, costs or expenditures (including reasonable counsel and advisor fees) by the Parties Company, its Subsidiaries, Parent and/or its Subsidiaries, on or after the date hereof (but excluding any payments, costs or expenditures otherwise incurred in writing); (iii) defending any Actions challenging connection with this Agreement or the consummation of the Offer Transaction), in excess of $12,500,000 in the aggregate in any fiscal year (a “Materially Burdensome Regulatory Condition”) (it being understood and agreed that Parent shall be obligated to take any such actions (A) that result in changes to the business of the Company or any of its Subsidiaries or of Parent or its Subsidiaries that, if in effect at the other Transactionsstart of fiscal year 2019, including seeking to would have vacated or reversed any Order resulted in the reduction of the revenues of the Company, its Subsidiaries, Parent and/or its Subsidiaries, by an amount not in excess of $25,000,000 in the aggregate, in the 2019 fiscal year and (B) that would restrainnot result in incremental payments, prevent costs or delay expenditures (including reasonable counsel and advisor fees) to the Acceptance Time; and Company, its Subsidiaries, Parent and/or its Subsidiaries, on or after the date hereof (iv) executing and delivering but excluding any additional instruments necessary to consummate the Offer and the other Transactions and to fully carry out the purposes of this Agreement. Each of the Parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In additionpayments, each of the Parties shall consult with the other with respect to, provide any necessary information with respect to and provide the other (costs or its counsel) copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority expenditures otherwise incurred in connection with this Agreement and or the Transactionsconsummation of the Transaction), in excess of $12,500,000 in the aggregate in any fiscal year.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement, each Each of the Parties Company, Parent and Merger Subsidiary shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any Applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner Merger as promptly as reasonably practicable, the Offer and the other Transactions, including: (i) preparing and filing as soon as practicable after the date of this Agreement 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; (ii) obtaining and maintaining all obtain from any Governmental Authorities any consents, licenses, permits, waivers, clearances, approvals, consents, Orders, exemptions authorizations or waivers orders required to be obtained from or made by Parent, Merger Subsidiary or the Company or any Subsidiary of the Company, or avoid any Legal Proceeding by any Governmental Authority or other Third Party that are necessary(including, proper or advisable to consummate without limitation, those in connection with the Offer or Required Governmental Approvals), in connection with the other Transactionsauthorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, including but not limited to filing a Notification and Report Form pursuant those contemplated with respect to the HSR Act with the United States Federal Trade Commission Financing, (“FTC”iii) and the Antitrust Division of the United States Department of Justice as promptly as is reasonably practicable and but in any event within fifteen ten (1510) Business Days from the date hereof (other than those set forth on Section 1.01(c) of the Company Disclosure Letter which shall be made within 30 days from the date hereof and the Team Telecom Agencies and CFIUS filings) make or cause to be made the applications or filings required to be made by Parent, Merger Subsidiary, the Company and the Subsidiaries of the Company under or with respect to the Required Governmental Approvals or any other Applicable Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Merger, and pay any fees due in connection with such applications or filings, (unless otherwise agreed upon iv) comply at the earliest reasonably practicable date with any request under or with respect to the Required Governmental Approvals and any such other Applicable Laws for additional information, documents or other materials received by Parent or the Parties Company from the Federal Trade Commission, the Department of Justice, the FCC, CFIUS, the Team Telecom Agencies or any other Governmental Authority in writing); connection with such applications or filings or the Merger, (iiiv) defending defend any Actions Legal Proceedings challenging this Agreement or the consummation of the Offer Merger and (vi) coordinate and cooperate with, and give due consideration to all reasonable additions, deletions or changes suggested by the other party in connection with, making (A) any filing under or with respect to the Required Governmental Approvals or any of the such other Transactions, including seeking to have vacated or reversed any Order that would restrain, prevent or delay the Acceptance Time; Applicable Laws and (ivB) executing and delivering any additional instruments necessary filings, conferences or other submissions related to consummate the Offer and the resolving any investigation or other Transactions and to fully carry out the purposes of this Agreementinquiry by any Governmental Authority. Each of the Parties Company and Parent shall use its reasonable best efforts to, and cause their respective Subsidiaries to, furnish to each the other party all information necessary (including, but not limited to, information about or from their respective direct or indirect owners) for any such necessary information and reasonable assistance as such application or other party may reasonably request filing to be made in connection with the foregoingMerger. In addition, each Each of the Parties Company and Parent shall consult with promptly inform the other with respect toof any material communication with, provide and any necessary information with respect proposed understanding, undertaking or agreement with, any Governmental Authority regarding any such application or filing. If a party hereto intends to and provide the other (or its counsel) copies of, all filings made by such party independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation or any other information supplied inquiry, then such party shall give the other party reasonable prior notice of such meeting and invite representatives of the other party to participate in the meeting with the Governmental Authority unless prohibited by such party to a Governmental Authority Authority. The parties shall coordinate and cooperate with 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 in connection with all meetings and Legal Proceedings under or relating to any such application or filing. Notwithstanding any other provision of this Agreement, (I) Parent agrees to take any and all actions and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any Applicable Law that may be asserted by any Governmental Authority (including, without limitation, those in connection with the Required Governmental Approvals) with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event, no later than the End Date), provided that nothing in this Section 8.01 or elsewhere in this Agreement and shall require Parent to (i) take or agree to take any action with respect to (A) any of its Affiliates (other than the Transactions.Company or its Subsidiaries) or any direct or indirect portfolio companies of investment funds advised or managed by one or more Affiliates of Parent or any investment funds advised or managed by one or more Affiliates of Parent, including selling, divesting, conveying, holding separate, or otherwise limiting its freedom of action with respect to any assets, rights, products, licenses, businesses, operations, or interest therein, of any such Affiliates or any direct or indirect portfolio companies of investment funds advised or managed by one or more Affiliates of Parent or any investment funds advised or managed by one or more Affiliates of Parent or (B) the selling, divesting, conveying or holding

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement, each of the Parties Company and Parent shall use their reasonable best efforts to take, or cause to be takentaken (including by causing their Subsidiaries and Affiliates to take), all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement as soon as reasonably possible (and make effectivein any event prior to the End Date), in the most expeditious manner practicable, the Offer and the other Transactions, including: including (i) preparing and filing filing, and causing any applicable controlling Affiliates to prepare and file, as soon promptly as practicable after the date of this Agreement with any Governmental Authority or other Third Party third party all documentation to effect all necessary necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consents, Ordersregistrations, exemptions or waivers permits, authorizations, expirations of waiting periods, and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Offer transactions contemplated by this Agreement; provided that the foregoing shall not require Parent to cause its Affiliates to agree to or make any Regulatory Concession or any similar concession except as expressly provided in the next sentence. The parties hereto understand and agree that the obligations of Parent under this ‎Section 8.01 include taking, and causing its Subsidiaries to take, all actions necessary or appropriate to avoid or eliminate each and every impediment under any Applicable Law (including Competition Law and other Transactions, including but not limited to filing a Notification and Report Form pursuant Applicable Law with respect to the HSR Act with Required Statutory Approvals) so as to enable the United States Federal Trade Commission (“FTC”) and the Antitrust Division consummation of the United States Department of Justice transactions contemplated by this Agreement to occur as promptly soon as reasonably practicable possible (and in any event within fifteen prior to the End Date), including: (15A) Business Days of the date of this Agreement (unless otherwise agreed upon entering into any settlement, undertaking, consent decree, stipulation or agreement with or required by the Parties in writing); (iii) defending any Actions challenging this Agreement or the consummation of the Offer or any of the other Transactions, including seeking to have vacated or reversed any Order that would restrain, prevent or delay the Acceptance Time; and (iv) executing and delivering any additional instruments necessary to consummate the Offer and the other Transactions and to fully carry out the purposes of this Agreement. Each of the Parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the Parties shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with the transactions contemplated hereby; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Parent or those of the Company or its Subsidiaries; (C) terminating existing relationships, contractual rights or obligations of Parent or its Subsidiaries (including those of the Company and its Subsidiaries after the Closing); (D) otherwise taking or committing to take actions that after the Closing would limit Parent’s or its Subsidiaries (including, after the Closing, the Company’s or its Subsidiaries’) freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the businesses, product lines or assets of Parent or its Subsidiaries (including, after the Closing, the Company or its Subsidiaries) (each of the foregoing described in any of Section 8.01(a), clauses (A) through ‎(D), a “Regulatory Concession”); (E) defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the transactions contemplated by this Agreement or any other agreements entered into in connection herewith or which would otherwise prohibit, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any other agreements entered into in connection herewith, in each case, by a Governmental Authority; and (F) seeking to have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement or the Transactionstransactions contemplated hereby. If requested by Parent, the Company and its Subsidiaries shall agree to any Regulatory Concession; provided that none of the Company or the Company’s Subsidiaries shall be required to agree to any Regulatory Concession that is not conditioned upon consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, no portfolio company (as such term is commonly understood in the private equity industry) of Parent or its Affiliates shall be required to (and Parent shall not be required to cause any such portfolio company to) make or agree to any Regulatory Concession.

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement, each of the Parties Company and Parent shall use reasonable best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Offer and the other Transactions, including: including (i) preparing and filing as soon promptly as practicable after the date of this Agreement with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, 58 #92864921v30 submissions of information, applications and other documents; documents and (ii) obtaining and maintaining all approvals, consentsConsents, registrations, permits, authorizations, Orders, exemptions or waivers waivers, non-objections and other confirmations required to be obtained from (A) any Governmental Authority that are necessary, proper or advisable to consummate the Transactions including (x) under the HSR Act and (y) those listed on Schedule 8.01 to this Agreement (the “Requisite Regulatory Approvals”) and (B) any other Third Party that are necessary, proper or advisable to consummate the Offer Transactions. Parent acknowledges and agrees that its obligation pursuant to this Section 8.01 includes divestitures, hold separate arrangements, the termination, assignment, novation or modification of contracts or other business relationships or business areas, the acceptance of restrictions on business operations, the entry into other Transactionscommitments (including those set forth on Section 8.01(x) of the Company Disclosure Schedule) and limitations, and litigation, including but not limited with Governmental Authorities, to filing a Notification obtain the approvals, Consents, registrations, permits, authorizations, Orders, waivers, non-objections and Report Form other confirmations required to be obtained from any Governmental Authority to consummate the transactions contemplated hereby; provided, that, if requested by Parent, the Company and any of its Subsidiaries will become subject to, consent to, or offer or agree to, or otherwise take any of the foregoing actions so long as such action is only binding on the Company or such Subsidiary after the Closing (in the event that the Closing occurs); provided further that, unless requested by Parent pursuant to the HSR Act with immediately foregoing proviso, neither the United States Federal Trade Commission (“FTC”) and Company nor any of its Subsidiaries will, without the Antitrust Division prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any of the United States Department foregoing actions if the taking of Justice any or all such actions would, individually or in the aggregate, result in a Materially Burdensome Regulatory Condition (as promptly as defined below). Notwithstanding the foregoing or any other provision of this Agreement, Parent shall not be required to (x) take or commit to take any action that would reasonably practicable and be expected to result in any event within fifteen (15) Business Days changes to the business of the date Company or any of this Agreement its Subsidiaries or of Parent or any of its Subsidiaries that, if in effect at the start of fiscal year 2019, would have resulted in the reduction of the revenues of the Company, its Subsidiaries, Parent and/or its Subsidiaries, by an amount in excess of $25,000,000 in the aggregate, in the 2019 fiscal year or (unless otherwise agreed upon y) take or commit to take any actions that would result in incremental payments, costs or expenditures (including reasonable counsel and advisor fees) by the Parties Company, its Subsidiaries, Parent and/or its Subsidiaries, on or after the date hereof (but excluding any payments, costs or expenditures otherwise incurred in writing); (iii) defending any Actions challenging connection with this Agreement or the consummation of the Offer Transaction), in excess of $12,500,000 in the aggregate in any fiscal year (a “Materially Burdensome Regulatory Condition”) (it being understood and agreed that Parent shall be obligated to take any such actions (A) that result in changes to the business of the Company or any of its Subsidiaries or of Parent or its Subsidiaries that, if in effect at the other Transactionsstart of fiscal year 2019, including seeking to would have vacated or reversed any Order resulted in the reduction of the revenues of the Company, its Subsidiaries, Parent and/or its Subsidiaries, by an amount not in excess of $25,000,000 in the aggregate, in the 2019 fiscal year and (B) that would restrainnot result in incremental payments, prevent costs or delay expenditures (including reasonable counsel and advisor fees) to the Acceptance Time; and Company, its Subsidiaries, Parent and/or its Subsidiaries, on or after the date hereof (iv) executing and delivering but excluding any additional instruments necessary to consummate the Offer and the other Transactions and to fully carry out the purposes of this Agreement. Each of the Parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In additionpayments, each of the Parties shall consult with the other with respect to, provide any necessary information with respect to and provide the other (costs or its counsel) copies of, all filings made by such party with any Governmental Authority or any other information supplied by such party to a Governmental Authority expenditures otherwise incurred in connection with this Agreement and or the Transactions.consummation of the Transaction), in excess of $12,500,000 in the aggregate in any fiscal year. 59 #92864921v30

Regulatory Undertakings. (a) Subject to the terms and conditions of this Agreement, each of the Parties Company and Parent shall use reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effectivethe transactions contemplated by this Agreement, in the most expeditious manner practicable, the Offer and the other Transactions, including: including (i) preparing and filing as soon promptly as practicable after the date of this Agreement 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 (ii) obtaining and maintaining all approvals, consents, Ordersregistrations, exemptions or waivers 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 Offer transactions contemplated by this Agreement. Parent acknowledges and agrees that its obligation to use reasonable best efforts to take, or the other Transactionscause to be taken, including but not limited and to filing a Notification and Report Form pursuant do, or cause to the HSR Act with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice as promptly as reasonably practicable and in any event within fifteen (15) Business Days of the date of this Agreement (unless otherwise agreed upon by the Parties in writing); (iii) defending any Actions challenging this Agreement be done, all things necessary, proper or the consummation of the Offer or any of the other Transactions, including seeking to have vacated or reversed any Order that would restrain, prevent or delay the Acceptance Time; and (iv) executing and delivering any additional instruments necessary advisable under Applicable Law to consummate the Offer transactions contemplated by this Agreement pursuant to this Section 9.01(a) includes divestitures, hold separate arrangements, the termination, assignment, novation or modification of contracts or other business relationships, the acceptance of restrictions on business operations, the entry into other commitments and limitations, and litigation, including with Governmental Authorities, to obtain the approvals, consents, registrations, permits, authorizations and other Transactions and confirmations required to fully carry out the purposes of this Agreement. Each of the Parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the Parties shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with be obtained from any Governmental Authority or any other information supplied by such party to a Governmental Authority in connection with this Agreement and consummate the Transactionstransactions contemplated hereby.