Common use of Standard of Efforts Clause in Contracts

Standard of Efforts. (a) Subject to the terms and conditions provided herein, the Company and Purchaser agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser shall have the right to review and approve in advance all characterizations of the information relating to Purchaser; and each of the Company and Purchaser shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents and the Schedule 14D-9) made in connection with the Transactions. The Company and Purchaser agree that they shall consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its commercially reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer Offer, the Merger and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other TransactionsTransactions (including any required or recommended filings under applicable Antitrust Laws), (ii) the taking of all steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, parties and (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. For the purposes hereof, “Antitrust Laws” means the HSR Act, the Federal Trade Commission Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended and any applicable foreign antitrust Laws and all other applicable laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided herein, the Company and Purchaser agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer Offer, the Top-Up Purchase (if necessary) and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Top-Up Purchase and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer Offer, the Top-Up Purchase or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser shall have the right to review and approve in advance all characterizations of the information relating to Purchaser; and each of the Company and Purchaser shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company and Purchaser agree that they shall consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b5.6(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of Parent, Holdings, the Company and Purchaser agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer and the other Transactionstransactions contemplated by this Agreement, including (i) obtaining all material Permits, Environmental Permits, consents, approvals, authorizations and actions or nonactions confirmations of nonaction required of Governmental or Regulatory Authorities for or in connection with the consummation by the parties hereto of the Offer and the other Transactionstransactions contemplated by this Agreement, (ii) the taking of all steps action as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental or Regulatory Authority, including any waivers from FERC’s capacity release requirements that are necessary permanently to release and assign to one or more of the Companies (as designated by Purchaser) the firm gas storage and transportation contracts listed in Section 6.09 of the Disclosure Letter, (iii) taking any actions or submitting any applications, documents or other information to FERC, PJM or any other Governmental or Regulatory Authority that may be required to ensure that Purchaser or its designated entities receives any and all revenues for the PJM capacity awards set forth in Section 3.29 of the Disclosure Letter, and any and all revenues for reactive power and voltage support (including the total annual reactive revenue requirement currently allocated by PJM to CES in the PJM AE Zone and in the PJM Delmarva Zone (as set forth in Section 6.02(a) of the Disclosure Letter) other than revenue for Commonwealth Chesapeake), black start service, and any energy, capacity, or ancillary services awards to which the Companies are entitled as of the Closing, (iv) obtaining of all material necessary consents consents, approvals or waivers from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the other Transactions and (v) the execution executing and delivery of delivering any additional instruments reasonably necessary to consummate the Transactions transactions contemplated hereby in accordance with the terms of this Agreement and to fully carry out the purposes of this AgreementAgreement (including the delivery of Books and Records following the Closing that cannot reasonably be delivered to Purchaser at or prior to Closing). The Company Parent shall have the right to review and approve in advance all characterizations of the information relating to Parent, Holdings or the Company; Purchaser shall have the right to review and approve in advance all characterizations of the information relating to Purchaser; and each of the Company Parent and Purchaser shall have the right to review and approve in advance all characterizations of the information relating to the Transactionstransactions contemplated by this Agreement, in each case which that appear in any material filing (including the Offer Documents and the Schedule 14D-9) made in connection with the Transactionstransactions contemplated hereby; and without limiting the foregoing each of Parent and Purchaser shall cooperate in the preparation of, and have the joint right to approve, any application, form or report that must be submitted jointly by Parent and Purchaser prior to filing. The Company Parent and Purchaser agree that they shall will consult with each other with respect to the obtaining of all such materialnecessary Permits, necessary permitsEnvironmental Permits, consents, approvals and authorizations authorizations, and to secure all actions or confirmation of all nonaction, of third parties and Governmental Authorities. Notwithstanding or Regulatory Authorities required for or in connection with the foregoing, consummation of the Company and the Company Board shall not be restricted from taking any action permitted transactions contemplated by Section 5.5(b) or (c)this Agreement.

Standard of Efforts. (a) Subject to the terms and conditions provided hereinherein (including, in the Company case of the Company, Section 6.6), each of the Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all such action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all such things necessary, proper or advisable to consummate and make effective in the most expeditious manner practicable, the Offer Offer, the Merger and the other Transactions, including (i) making as promptly as practicable any required filings with any Governmental Authority or other third party, (ii) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other Transactions, (iiiii) the taking of all steps as may be actions necessary to obtain any material an approval or waiver fromfrom (including the expiration of any applicable waiting period), or to avoid an action or proceeding by, a Governmental Authority, (iiiiv) the obtaining of all material necessary consents from third parties, (ivv) contesting and resisting of any action, including any legislative, administrative or judicial actionresisting, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer Offer, the Merger or the other Transactions and (vvi) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review review, comment on and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review review, comment on and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company Company, the Special Committee and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents and the Schedule 14D-9) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult and cooperate with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental AuthoritiesAuthorities and in promptly making all necessary filings. Notwithstanding the foregoing, the Company and nothing in this Section 6.3(a) shall (i) restrict the Company Board shall not be restricted or the Special Committee from taking any action permitted by effecting a Company Change in Recommendation in accordance with Section 5.5(b) 6.6 or (c)ii) require Parent, Merger Sub or any of their respective affiliates to (x) increase the Offer Price, (y) make any other payment or provide any other compensation or concession to any stockholder of the Company in its capacity as such, or (z) consent to the settlement of, or make any concession in connection with, any litigation described in Section 6.10.

Standard of Efforts. (a) Subject to the terms and conditions provided hereinof the Merger Agreement, the Company and Purchaser agrees each party has agreed to use (and to cause its respective subsidiaries to use) its reasonable best efforts to take, or cause to be taken, all action, 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 the transactions contemplated by the Merger Agreement effective, in the most expeditious manner practicable, and in no case later than the Offer and the other TransactionsOutside Date, including (i) obtaining preparing and filing as promptly as practicable with any governmental authority all material consentsdocumentation to effect all necessary notices, approvals, authorizations reports and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer other filings and the other Transactions, (ii) obtaining as promptly as practicable and maintaining all authorizations necessary or advisable to be obtained from any governmental authority in order to consummate the taking of all steps as may be necessary transactions contemplated by the Merger Agreement. ArQule, Parent and Purchaser agreed that they will consult with each other with respect to obtain any material approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material such necessary consents from third partiesauthorizations and (1) ArQule will have the right to review and approve in advance all characterizations of the information relating to ArQule, (iv2) contesting Parent will have the right to review and resisting approve in advance all characterizations of any action, including any legislative, administrative the information relating to Parent or judicial actionPurchaser, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent3) that restricts, prevents or prohibits the consummation each of the Offer or the other Transactions ArQule and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall Parent will have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser shall have transactions contemplated by the right to review and approve in advance all characterizations of the information relating to Purchaser; and each of the Company and Purchaser shall have the right to review and approve in advance all characterizations of the information relating to the TransactionsMerger Agreement, in each case which case, that appear in any material filing (including the Offer Documents and the Schedule 14D-9) made in connection with such transactions. In furtherance of, and not in limitation of the Transactions. The Company foregoing, Parent and Purchaser agree that they shall consult ArQule (and their respective controlled affiliates, if applicable) have agreed to: (i) as promptly as practicable, and in any event by December 20, 2019 (or such other time as mutually agreed by the parties), file or cause to be filed with each other the United States Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the HSR Act with respect to the obtaining transactions contemplated by the Merger Agreement (such filing was made on December 16, 2019); (ii) as promptly as practicable after December 6, 2019, make appropriate filings pursuant to any other applicable antitrust law with respect to the transactions contemplated by the Merger Agreement; and (iii) supply as promptly as practicable any additional information and documentary material that may be requested and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain any required authorizations under any applicable antitrust laws as soon as practicable. With respect to required governmental authorizations, each party has agreed to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry with respect to the transactions contemplated by the Merger Agreement, (ii) promptly notify the other party of any communication received from, or given to, any governmental authority with respect to the transactions contemplated by the Merger Agreement and keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, or other communication, (iii) subject to applicable law, and to the extent TABLE OF CONTENTS practicable, permit the other party to review in advance any proposed communication by it to any governmental authority with respect to the transactions contemplated by the Merger Agreement, and incorporate the other party’s reasonable comments, (iv) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filing, investigation or inquiry concerning the Merger Agreement or the transactions contemplated by the Merger Agreement 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, (v) pull and re-file any notice under the HSR Act only if the other party agrees, and (vi) furnish the other party with non-confidential copies of all correspondence, filings and written communications between them and their affiliates and their respective representatives on one hand, and any such materialgovernmental authority or its staff on the other hand, necessary permitswith respect to the Merger Agreement or the transactions contemplated by the Merger Agreement. At Parent’s request, ArQule will give any notices to third parties, and use its reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under any material contracts or other contracts in connection with consummation of the transactions contemplated by the Merger Agreement; provided that ArQule will not, without the prior written consent of Parent, agree to, or proffer, any consent fee, concession or other modification to the terms and conditions of any contract in order to obtain any such consent. ArQule will coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts in connection with consummation of the transactions contemplated by the Merger Agreement and authorizations seeking any such actions, consents, approvals or waivers. In no event will Parent or Purchaser be required to offer, accept or agree to, and ArQule will not, without Purchaser’s prior written consent, offer, accept or agree to (1) divest, dispose of or hold separate any portion of the businesses, operations, assets or product lines of Parent, ArQule or any of their respective subsidiaries (or a combination of the respective businesses, operations, assets or product lines of Parent, ArQule or any of their respective subsidiaries), (2) restrict, prohibit or limit the ability of Parent, ArQule or any of their respective subsidiaries to conduct its business or own its assets, (3) restrict, prohibit or limit the ownership or operation by ArQule, Parent or any of their respective subsidiaries of all third parties or any portion of the business or assets of Parent, ArQule, the Surviving Corporation or any of their respective affiliates in any part of the world, (4) cause Parent or any of its subsidiaries to divest any Shares, or (5) impose limitations on the ability of Parent or any of its subsidiaries effectively to acquire, hold or exercise full rights of ownership of, any Shares, including the right to vote the Shares acquired or owned by Parent or any of its subsidiaries on all matters properly presented to the ArQule stockholders; provided, however that Parent will be required to take the actions in the foregoing clauses (1) through (3) with respect to immaterial outlicenses of ArQule or Parent or Parent’s affiliates (with materiality measured relative solely to the total equity value of the transactions contemplated by the Merger Agreement) if such action (a) is necessary to obtain required authorizations or waiting period expirations or terminations as may be required under antitrust laws by or before the Outside Date and Governmental Authorities(b) does not relate to ARQ 531; provided further that Parent has principal responsibility for controlling, devising and implementing the strategy for obtaining any necessary authorizations and will lead and direct all submissions to, meetings and communications with governmental authorities and any other party in connection with antitrust matters and ArQule xxxx xxxxxxxxx fully with Parent to effectuate the foregoing. Notwithstanding anything to the foregoingcontrary in the Merger Agreement, in no event will Parent or any of its subsidiaries be obligated to (x) enter into any settlement, undertaking, consent decree, stipulation or agreement with any governmental authority in connection with the Company and transactions involving a Non-Required Remedy (as defined in Section 15 – “Conditions of the Company Board shall not be restricted from taking any action permitted by Section 5.5(bOffer”) or (c)y) litigate or participate in the litigation of any proceeding, whether judicial or administrative, brought by any governmental authority challenging or seeking to restrain, prohibit or place conditions on the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or the ownership or operation by Parent, ArQule or any of their respective subsidiaries of all or any portion of their respective business as conducted (and as proposed to be conducted) as of December 6, 2019 and involving a Non-Required Remedy.

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all such action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all such things necessary, proper or advisable to consummate and make effective in the most expeditious manner reasonably practicable, the Offer Offer, the Merger and the other Transactions, including (i) obtaining all material permits, consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other Transactions, (ii) the taking of all such commercially reasonable steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial actionresisting, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer Offer, the Merger or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review review, comment on and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review review, comment on and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult and cooperate with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental AuthoritiesAuthorities and in promptly making all necessary filings. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c)6.8.

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all such action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all such things necessary, proper or advisable to consummate and make effective in the most expeditious manner practicable, the Offer Offer, the Merger and the other Transactions, including (i) obtaining all material permits, consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other Transactions, (ii) the taking of all such commercially reasonable steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial actionresisting, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer Offer, the Merger or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review review, comment on and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review review, comment on and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult and cooperate with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental AuthoritiesAuthorities and in promptly making all necessary filings. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c)6.8.

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer Offer, the Merger and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer Offer, the Merger or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b6.8(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer Offer, the Merger and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, by a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer Offer, the Merger or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b6.7(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided herein, the Company and Purchaser each party agrees to use (and shall cause its respective Subsidiaries to use) its reasonable best efforts to take, or cause to be taken, all actionactions, 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 effective, in the most expeditious manner practicable, the Offer and the other Transactions, including (i) obtaining preparing and filing as promptly as practicable with any Governmental Authority or third party all material consentsdocumentation to effect all necessary notices, approvals, authorizations reports and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer other filings and the other Transactions, (ii) obtaining as promptly as practicable and maintaining all Authorizations necessary or advisable to be obtained from any Governmental Authority or third party in order to consummate the taking Transactions; provided that in no event shall Parent or Merger Sub be obligated to, and none of all steps as may be necessary Company or any Company Subsidiary shall, without the prior written consent of Parent, agree to, or proffer, any consent fee, concession or other modification to the terms and conditions of any Contract in order to obtain any material approval or waiver fromthe Authorizations contemplated by clause (ii). The Company, or Parent and Merger Sub agree that they will consult with each other with respect to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material such necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the other Transactions Authorizations and (v1) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser Company and the Company Subsidiaries, (2) Parent shall have the right to review and approve in advance all characterizations of the information relating to Purchaser; Parent or Merger Sub, and (3) each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case case, which appear in any material filing (including the Offer Documents and the Schedule 14D-9) made in connection with the Transactions. The Company and Purchaser agree that they shall consult with each other with respect to the obtaining Each of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company Parent and the Company Board shall not, and shall not permit their respective Subsidiaries to, enter into any definitive agreement to acquire or consummate any transaction acquiring any ownership interest or assets of any Person, the effect of which would reasonably be restricted from taking expected to materially impair, materially delay or prevent any action permitted by Section 5.5(b) required approvals, or (c)expiration of the waiting period, under the HSR Act, or require any approvals or filings under any other applicable Antitrust Law.

Standard of Efforts. (a) Subject to the terms and conditions provided hereinof the Merger Agreement, the Company and Purchaser agrees each party has agreed to use (and to cause its respective subsidiaries to use) its reasonable best efforts to take, or cause to be taken, all action, 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 the transactions contemplated by the Merger Agreement effective, in the most expeditious manner practicable, the Offer and the other Transactions, including (i) obtaining preparing and filing as promptly as practicable with any governmental authority all material consentsdocumentation to effect all necessary notices, approvals, authorizations reports and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer other filings and the other Transactions, (ii) obtaining as promptly as practicable and maintaining all authorizations necessary or advisable to be obtained from any governmental authority in order to consummate the taking transactions contemplated by the Merger Agreement. However, Parent and Purchaser will not be required to, and Pandion and its subsidiaries will not, without the prior written consent of all steps as may be necessary Parent, agree to or proffer any consent fee, concession or other modification to the terms and conditions of any contract in order to obtain any material approval or waiver fromsuch authorizations. Xxxxxxx, or Parent and Xxxxxxxxx agreed that they will consult with each other with respect to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material such necessary consents from third partiesauthorizations and (1) Pandion will have the right to review and approve in advance all characterizations of the information relating to Pandion, (iv2) contesting Parent will have the right to review and resisting approve in advance all characterizations of any action, including any legislative, administrative the information relating to Parent or judicial actionPurchaser, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent3) that restricts, prevents or prohibits the consummation each of the Offer or the other Transactions Pandion and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall Parent will have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser shall have transactions contemplated by the right to review and approve in advance all characterizations of the information relating to Purchaser; and each of the Company and Purchaser shall have the right to review and approve in advance all characterizations of the information relating to the TransactionsMerger Agreement, in each case which case, that appear in any material filing (including the Offer Documents and the Schedule 14D-9) made in connection with such transactions. In furtherance of, and not in limitation of the Transactions. The Company foregoing, Parent and Purchaser agree that they shall consult Pandion (and their respective controlled affiliates, if applicable) have agreed to: (i) as promptly as practicable, and in any event by March 10, 2021 (or such other time as mutually agreed by the parties), file or cause to be filed with each other the United States Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the HSR Act with respect to the obtaining transactions contemplated by the Merger Agreement; (ii) as promptly as practicable after February 24, 2021, make appropriate filings pursuant to any other applicable antitrust law with respect to the transactions contemplated by the Merger Agreement; and (iii) supply as promptly as practicable any additional information and documentary material that may be requested and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain any required authorizations under any applicable antitrust laws as soon as practicable. Each party has agreed to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry with respect to the transactions contemplated by the Merger Agreement, (ii) promptly notify the other party of any communication received from, or given to, any governmental authority with respect to the transactions contemplated by the Merger Agreement and keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, or other communication, (iii) subject to applicable law, and to the extent practicable, permit the other party to review in advance any proposed communication by it to any governmental authority with respect to the transactions contemplated by the Merger Agreement, and incorporate the other party’s reasonable comments, (iv) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filing, investigation or inquiry concerning the Merger Agreement or the transactions contemplated by the Merger Agreement 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, (v) pull and re-file any notice under the HSR Act only if the other party agrees, and (vi) furnish the other party with non-confidential copies of all correspondence, filings and written communications between them and their affiliates and their respective representatives on one hand, and any such materialgovernmental authority or its staff on the other hand, necessary permitswith respect to the Merger Agreement or the transactions contemplated by the Merger Agreement. At Parent’s request, Xxxxxxx will give any notices to third parties, and use its reasonable best efforts to obtain any third party consents, approvals or waivers required to be obtained under any material contracts or other contracts in connection with consummation of the transactions contemplated by the Merger Agreement; provided that Pandion will not, without the prior written consent of Parent, agree to, or proffer, any consent fee, concession or other modification to the terms and conditions of any contract in order to obtain any such consent. Pandion will coordinate and cooperate with Parent in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any material Table of Contents contracts in connection with consummation of the transactions contemplated by the Merger Agreement and authorizations seeking any such actions, consents, approvals or waivers. In no event will Parent or Purchaser be required to, and Pandion will not, without Purchaser’s prior written consent, offer, accept or agree to (1) divest, dispose of or hold separate, or cause any subsidiary of Pandion to dispose of or hold separate, any portion of the businesses, operations, assets or product lines of Parent, Pandion or any of their respective subsidiaries (or a combination of the respective businesses, operations, assets or product lines of Parent, Pandion or any of their respective subsidiaries), (2) restrict, prohibit or limit the ability of Parent, Pandion or any of their respective subsidiaries to conduct its business or own its assets, (3) restrict, prohibit or limit the ownership or operation by Pandion, Parent or any of their respective subsidiaries of all third parties and Governmental Authoritiesor any portion of the business or assets of Parent, Pandion, the Surviving Corporation or any of their respective affiliates in any part of the world, (4) cause Parent or any of its subsidiaries to divest any Shares, or (5) impose limitations on the ability of Parent or any of its subsidiaries effectively to acquire, hold or exercise full rights of ownership of, any Shares, including the right to vote the Shares acquired or owned by Parent or any of its subsidiaries on all matters properly presented to the Pandion stockholders (any such action, a “Non-Required Remedy”). Notwithstanding anything to the foregoingcontrary in the Merger Agreement, in no event will Parent or any of its subsidiaries be obligated to (i) enter into any settlement, undertaking, consent decree, stipulation or agreement with any governmental authority in connection with the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) transactions involving a Non-Required Remedy or (c)ii) litigate or participate in the litigation of any proceeding, whether judicial or administrative, brought by any governmental authority challenging or seeking to restrain, prohibit or place conditions on the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or the ownership or operation by Parent, Pandion or any of their respective subsidiaries of all or any portion of their respective business as conducted (and as proposed to be conducted) as of February 24, 2021 and involving a Non-Required Remedy.

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner as promptly as commercially practicable, the Offer Merger and the other Transactions, including (i) obtaining all material permits, consents, waivers, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Merger and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents or waivers from third parties, and (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Merger and the other Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall will consult with each other with respect to the obtaining of all such material, necessary permits, consents, waivers, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided Except as otherwise specified herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its commercially reasonable best efforts to take, or cause to be taken (and Parent shall cause Merger Sub to take or cause to be taken), all actionaction which it is capable of taking, 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 Offer, the Merger and the other Transactions, including (ia) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other TransactionsTransactions (including any required or recommended filings under applicable Antitrust Laws), (iib) the taking of all steps which it is capable of taking as may be reasonably necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iiic) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking parties to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the other Transactions Company Material Contracts and (vd) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement; provided, however, that in no event shall any party be required to pay prior to the Board Appointment Date any fee, penalties or other consideration to any third party to obtain any consent or approval required for the consummation of the Offer or the Merger other than de minimis amounts or amounts that are advances or simultaneously reimbursed by Parent. The Company shall have the right to review Company, Parent and approve in advance all characterizations of the information relating to the Company; Purchaser shall have the right to review and approve in advance all characterizations of the information relating to Purchaser; and each of the Company and Purchaser shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents and the Schedule 14D-9) made in connection with the Transactions. The Company and Purchaser Merger Sub agree that they shall consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer Offer, the Merger and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental AuthorityAuthority in connection with the Transactions, (iii) the obtaining of all material necessary consents from third partiesparties in connection with the Transactions, (iv) contesting the providing of notices regarding the Transactions to third parties as and resisting of any action, including any legislative, administrative or judicial action, and seeking when requested by Parent as may be necessary to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits satisfy contractual notice requirements applicable to the consummation of the Offer or the other Transactions and Company (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Unless a Company Adverse Recommendation Change shall have been made, (x) the Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser (y) Parent shall have the right to review and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and (z) each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which case, that appear in any material filing (including the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer Merger and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions non-actions required for or in connection with the consummation by the parties hereto of the Offer Merger and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) Order that restricts, prevents or prohibits the consummation of the Offer Merger or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Unless the Company Board shall have effected a Change in Recommendation, subject to applicable Law and the right instructions of any Governmental Authority, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall provide the other party and its counsel a reasonable opportunity to review and approve in advance all characterizations of the information relating to the Company; Purchaser shall have the right to review and approve in advance all characterizations of the information relating to Purchaser; and each of the Company and Purchaser shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in comment on any material filing (including the Offer Documents and the Schedule 14D-9) or communication made in connection with the TransactionsTransactions (other than 4(c) documents filed pursuant to the HSR Act) prior to the filing or making thereof and shall give reasonable and good faith consideration to any comments made by the other party and its counsel. The Company, Parent and Merger Sub agree that, unless the Company and Purchaser agree that Board shall have effected a Change in Recommendation, they shall consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals approvals, authorizations, actions, non-actions and authorizations waivers of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c)6.8.

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its commercially reasonable best efforts to take, or cause to be taken, all such action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all such things necessary, proper or advisable to consummate and make effective in the most expeditious manner as promptly as practicable, the Offer Offer, the Merger and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other Transactions, (ii) the taking of all such commercially reasonable steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the providing any required notices to, or obtaining of all material any necessary consents from from, third parties, parties (including pursuant to the terms of any Company Material Contract) and (iv) contesting executing and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the other Transactions and (v) the execution and delivery of delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review review, comment on and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review review, comment on and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult and cooperate with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental AuthoritiesAuthorities and in promptly making all necessary filings. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c)6.8.

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer Merger and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Merger and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer Merger or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b6.8(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer Merger and the other Transactions, including (i) obtaining all material permits, consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Merger and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, and (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Merger and the other Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall will consult with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c).

Standard of Efforts. (a) Subject to the terms and conditions provided herein, each of the Company Company, Parent and Purchaser Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all 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 to consummate and make effective in the most expeditious manner practicable, the Offer Offer, the Merger and the other Transactions, including (i) obtaining all material consents, approvals, authorizations and actions or nonactions required for or in connection with the consummation by the parties hereto of the Offer Offer, the Merger and the other Transactions, (ii) the taking of all steps as may be necessary to obtain any material an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority, (iii) the obtaining of all material necessary consents from third parties, (iv) contesting and resisting of any action, including any legislative, administrative or judicial action, and seeking to have vacated, lifted, reversed or overturned, any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Offer Offer, the Merger or the other Transactions and (v) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review review, comment on and approve in advance all characterizations of the information relating to the Company; Purchaser Parent shall have the right to review review, comment on and approve in advance all characterizations of the information relating to PurchaserParent or Merger Sub; and each of the Company and Purchaser Parent shall have the right to review and approve in advance all characterizations of the information relating to the Transactions, in each case which appear in any material filing (including the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9Proxy Statement) made in connection with the Transactions. The Company Company, Parent and Purchaser Merger Sub agree that they shall consult and cooperate with each other with respect to the obtaining of all such material, necessary permits, consents, approvals and authorizations of all third parties and Governmental AuthoritiesAuthorities and in promptly making all necessary filings. Notwithstanding the foregoing, the Company and the Company Board shall not be restricted from taking any action permitted by Section 5.5(b) or (c)6.8.