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). (b) Purchaser and the Company shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer and the other Transactions.

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). (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall use their respective commercially reasonable efforts to respond promptly to any requests for additional information made by the FTC, the DOJ or any applicable comparable foreign antitrust or competition authorities, and to cause the waiting periods under the HSR Act and any applicable comparable foreign antitrust or competition Law to terminate or expire at the earliest possible date after the date of filing. The parties hereto agree not to extend directly or indirectly any waiting period under the HSR Act or any applicable comparable foreign antitrust or competition Law or enter into any agreement with a Governmental Authority to delay or not to consummate the Offer, the Merger and the other Transactions, except with the prior written consent of the other parties hereto. Each of Parent and Merger Sub and the Company shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Offer, the Merger or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Offer, the Merger and the other Transactions. Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.5 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.1 so long as such party has up to then complied in all material respects with its obligations under this Section 6.5, (ii) require Parent to offer, accept or agree to (A) dispose or hold separate any part of its or the Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world or (iii) require any party to this Agreement to defend, contest or otherwise resist any administrative or judicial action or proceeding, including any proceeding by a Governmental Authority or private party, challenging any of the Transactions as violative of any Antitrust Law.

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). (b) In furtherance of, and not in limitation of the foregoing, the parties hereto agree not to enter into any agreement with a Governmental Authority to delay or not to consummate the Offer, the Top-Up Purchase and the other Transactions, except with the prior written consent of the other parties hereto. Purchaser and the Company shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Offer, the Top-Up Purchase or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Offer, the Top-Up Purchase and the other Transactions.

Standard of Efforts. (a) Subject to the terms and conditions provided hereinherein (including the limitations set forth in Section 7.5(d)), the Company and Purchaser each party agrees 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 and/or third party in order to consummate the taking of all steps as may be necessary Transactions. The Company, Parent and Merger Sub agree 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 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 Subsidiary, (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 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). (b) Purchaser In furtherance of, and not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) as promptly as practicable after the date hereof, and in any event no later than November 22, 2013, or at such time as mutually agreed by the parties, file or cause to be filed with the United States Federal Trade Commission and the Company shall United States Department of Justice any notifications required to be filed under the HSR Act with respect to the Transactions, (xii) as promptly as practicable after the date hereof, make appropriate filings pursuant to any other applicable Antitrust Law with respect to the Transactions, 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 under the HSR Act, and to obtain any clearance, approval or consent under any other applicable Antitrust Laws as soon as practicable. (c) Each party will (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, (ii) promptly notify the other party of any written communication to that party from received from, or given to, any Governmental Authority andand/or third party with respect to the Transactions, (iii) subject to applicable Law, permit the other party to review in advance any proposed written communication by it to any such Governmental Authority and/or third party with respect to the Transactions, as considered appropriate by Parent and Merger Sub, and incorporate the other party’s reasonable comments, (yiv) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Agreement or the other Transactions 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, attend and (zv) furnish the other party with non-confidential copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives Representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement or the Transactions. (d) Notwithstanding the foregoing provisions of this Section 7.5 or any other provision of this Agreement, the Offer (i) nothing in this Section 7.5 shall limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.1 so long as such party has up to then complied in all material respects with its obligations under this Section 7.5 and (ii) in no event shall Parent or Merger Sub be required to offer, accept or agree to, and the Company shall not, without Parent’s prior written consent, offer, accept or agree to (A) any material consent fee, material concession or other Transactionsmaterial modification to the terms and conditions of any Material Contract, (B) divest, dispose of or hold separate any portion of the businesses, operations, assets or product lines of Parent, the Company or any of their respective Subsidiaries (or a combination of the respective businesses, operations, assets or product lines of Parent, the Company or any of their respective Subsidiaries), except with respect to any requirement to divest, dispose of or hold separate any assets of the Company or the Company Subsidiary that in the aggregate (together with any limitations contemplated by clause (C)) are non-material to the Company and the Company Subsidiary taken as a whole, (C) restrict, prohibit or limit the ownership or operation by Parent, the Company or any of their respective Subsidiaries of all or any portion of the business or assets of Parent, the Company, the Surviving Corporation or any of their respective Subsidiaries in any part of the world, except with respect to limitations on such ownership or operation with respect to the business or assets only of the Company or the Company Subsidiary that in the aggregate (together with any divestitures, dispositions or hold separate arrangements contemplated by clause (B)) are non-material to the Company and the Company Subsidiary taken as a whole, (D) cause Parent or any of its Subsidiaries to divest any shares of Company Common Stock or (E) 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 of Company Common Stock, including the right to vote the Company Common Stock acquired or owned by Parent or any of its Subsidiaries on all matters properly presented to the Stockholders.

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). (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall use their respective reasonable best efforts to respond promptly to any requests for additional information made by the FTC or the DOJ, and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. The parties hereto agree not to extend directly or indirectly any waiting period under the HSR Act or enter into any agreement with a Governmental Authority to delay or not to consummate the Merger and the other Transactions, except with the prior written consent of the other parties hereto. Each of Parent and Merger Sub and the Company shall (x) promptly notify the other party parties of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party parties to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s parties’ reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Merger or the other Transactions unless it consults with the other party parties in advance and, to the extent permitted by such Governmental Authority, gives the other party parties the opportunity to attend, and (z) promptly furnish the other party parties with copies of all correspondence, filings and written communications between them it and their Affiliates its affiliates and their respective representatives on the one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Merger and the other Transactions. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger or the Transactions as violative of any antitrust Law, or if any Judgment or Law is enacted, entered, promulgated or enforced by a Governmental Authority that would make the Merger or the other Transactions illegal or would otherwise prohibit or materially impair or delay the consummation of the Merger or the other Transactions, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to contest and resist any such action or proceeding and shall use its reasonable best efforts to have vacated, lifted, reversed or overturned any Judgment, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Transactions and to have such Judgment or Law repealed, rescinded or made inapplicable so as to permit consummation of the Transactions; provided that in no event (i) shall Parent or Merger Sub have any obligation to sell, hold separate or otherwise dispose of, or agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of, Parent or Merger Sub or (ii) shall the Company have any obligation to sell, hold separate or otherwise dispose of, or agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of, the Company or the Company Subsidiaries.

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 controlled Affiliates 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 and/or third party in order to consummate the taking Transactions; provided that in no event shall Parent or Merger Sub be obligated to, and the Company and the Company Subsidiary shall 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 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 , (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 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). (b) Purchaser In furtherance of, and not in limitation of the foregoing, each of the Company and Parent (and their respective controlled Affiliates, if applicable) shall: (i) as promptly as practicable, and in any event within 10 Business Days (or such other time as mutually agreed by the parties) after the date hereof, file or cause to be filed with the United States Federal Trade Commission and the Company shall United States Department of Justice any notifications required to be filed under the HSR Act with respect to the Transactions, (xii) as promptly as practicable after the date hereof, make appropriate filings pursuant to any other applicable Antitrust Law with respect to the Transactions, (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 under such Antitrust Laws as soon as practicable, and (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactions. (c) Each party will (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, (ii) promptly notify the other party of any written communication to that party from received from, or given to, any Governmental Authority andand/or third party with respect to the Transactions 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 written communication by it to any such Governmental Authority and/or third party with respect to the Transactions, and incorporate the other party’s reasonable comments, (yiv) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Agreement or the other Transactions 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 parties agree, and (zvi) furnish the other party with non-confidential copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives Representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement or the Transactions. At Parent’s request, the Company shall give (or shall cause the Company Subsidiary to give) any notices to third parties, and use, and cause the Company Subsidiary to use, their 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. The Company shall 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 and seeking any such actions, consents, approvals or waivers. (d) Notwithstanding the foregoing or any other provision of this Agreement, the Offer (i) nothing in this Section 7.5 shall limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.1 so long as such party has up to then complied in all material respects with its obligations under this Section 7.5 and (ii) in no event shall Parent or Merger Sub be required to offer, accept or agree to, and the Company shall not, without Parent’s prior written consent, offer, accept or agree to (A) divest, dispose of or hold separate, or cause the Company Subsidiary to dispose of or hold separate, any portion of the businesses, operations, assets or product lines of Parent, the Company or any of their respective Subsidiaries (or a combination of the respective businesses, operations, assets or product lines of Parent, the Company or any of their respective Subsidiaries), (B) restrict, prohibit or limit the ability of Parent, the Company or any of their respective Subsidiaries to conduct its business or own its assets, (C) restrict, prohibit or limit the ownership or operation by the Company, Parent or any of their respective Subsidiaries of all or any portion of the business or assets of Parent, the Company, the Surviving Corporation or any of their respective Affiliates in any part of the world, (D) cause Parent or any of its Subsidiaries to divest any shares of Company Common Stock or (E) 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 of Company Common Stock, including the right to vote the Company Common Stock acquired or owned by Parent or any of its Subsidiaries on all matters properly presented to the Stockholders (any such action described in this clause (ii), a “Non-Required Remedy”). Notwithstanding the foregoing or any other Transactionsprovision of this Agreement to the contrary, in no event shall Parent or any of its Subsidiaries be obligated to (1) enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Transactions or (2) litigate or participate in the litigation of any suit, claim, action, investigation or 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 the Transactions or the ownership or operation by Parent, the Company or any of their respective Subsidiaries of all or any portion of their respective businesses as presently conducted and as currently proposed to be conducted.

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). (b) Purchaser Subject to applicable Law, business confidentiality or personal privacy limitations, and to the direction, nature or content of communications from a Governmental Authority, each of Parent, Merger Sub and the Company shall (xi) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (yii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Offer, the Merger or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (ziii) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives Representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Offer, the Merger and the other Transactions. Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Agreement shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.1 so long as such party has up to then complied in all material respects with its obligations under this Section 6.5, or (ii) require Parent to offer, accept or agree to (A) dispose or hold separate any material part of its or the Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business material to the businesses of the Company or Parent, or (C) restrict in any material respect the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world (each a “Burdensome Action”).

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. (b) Purchaser and the Company shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer and the other Transactions.

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. (b) Purchaser and the Company shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer and the other Transactions.

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). (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall use their respective reasonable best efforts to respond promptly to any requests for additional information made by the FTC or the DOJ, and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. The parties hereto agree not to extend directly or indirectly any waiting period under the HSR Act or enter into any agreement with a Governmental Authority to delay or not to consummate the Offer, the Merger and the other Transactions, except with the prior written consent of the other parties hereto. Each of Parent and Merger Sub and the Company shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Offer, the Merger or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Offer, the Merger and the other Transactions. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger or the Transactions as violative of any antitrust Law, or if any Judgment or Law enacted, entered, promulgated or enforced by a Governmental Authority that would make the Offer, the Merger or the other Transactions illegal or would otherwise prohibit or materially impair or delay the consummation of the Offer, the Merger or the other Transactions, each of Parent and Merger Sub shall use its reasonable best efforts (including selling, holding separate or otherwise disposing of or conducting its business in a specified manner, agreeing to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or permitting the sale, holding separate or other disposition of, any assets of Parent and Merger Sub or their respective subsidiaries, or after the Closing, the Company or the Company Subsidiaries, or the conducting of its business in a specified manner) to contest and resist any such action or proceeding and shall use its reasonable best efforts to have vacated, lifted, reversed or overturned any Judgment, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Transactions and to have such Judgment or Law repealed, rescinded or made inapplicable so as to permit consummation of the Transactions. The Company shall cooperate with Parent and Merger Sub in all respects in Parent’s and Merger Sub’s implementation of any of the measures described in the preceding sentence that is undertaken in order to permit consummation of the Offer, the Merger or the other Transactions (including entering into agreements or taking such other actions prior to the Closing as Parent and Merger Sub reasonably request to dispose of assets of the Company and the Company Subsidiaries; provided that neither the Company nor any Company Subsidiary shall be required pursuant to this Section 6.5 to complete any disposition of the assets of the Company or a Company Subsidiary prior to the Closing or enter into any agreement or other arrangement for a disposition of any assets of the Company or a Company Subsidiary that does not expressly provide that the Company’s obligation to complete such disposition is subject to the prior or simultaneous occurrence of the Closing).

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. (b) Purchaser In furtherance of, and not in limitation of the foregoing, each of the Company and Parent (and their respective controlled Affiliates, if applicable) shall: (i) as promptly as practicable, and in any event within 10 Business Days (or such other time as mutually agreed by the parties) after the date hereof, file or cause to be filed with the United States Federal Trade Commission and the Company shall United States Department of Justice any notifications required to be filed under the HSR Act with respect to the Transactions, (xii) as promptly as practicable after the date hereof, make appropriate filings pursuant to any other applicable Antitrust Law with respect to the Transactions, (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 such Antitrust Laws as soon as practicable, and (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Transactions. (c) Each party will (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, (ii) promptly notify the other party of any written communication to that party from received from, or given to, any Governmental Authority andor third party with respect to the Transactions 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 written communication by it to any such Governmental Authority or third party with respect to the Transactions, and incorporate the other party’s reasonable comments, (yiv) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Agreement or the other Transactions 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 consents (which consent shall not be unreasonably withheld), and (zvi) furnish the other party with non-confidential copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives Representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement or the Transactions. At Parent’s request, the Company shall give (or shall cause the applicable Company Subsidiary to give) any notices to third parties, and use, and cause the Company Subsidiaries to use, their 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; provided that none of the 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 such consent. The Company shall 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 and seeking any such actions, consents, approvals or waivers. (d) Notwithstanding the foregoing or any other provision of this Agreement, (i) nothing in this Section 7.5 shall limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.1 so long as such party has up to then complied in all material respects with its obligations under this Section 7.5 and (ii) in no event shall Parent or Merger Sub be required to offer, accept or agree to, and the Company shall not, without Parent’s prior written consent, offer, accept or agree to (1) divest, dispose of or hold separate, or cause any Company Subsidiary to dispose of or hold separate, any portion of the businesses, operations, assets or product lines of Parent, the Company or any of their respective Subsidiaries (or a combination of the respective businesses, operations, assets or product lines of Parent, the Company or any of their respective Subsidiaries), (2) restrict, prohibit or limit the ability of Parent, the Company or any of their respective Subsidiaries to conduct its business or own its assets, (3) restrict, prohibit or limit the ownership or operation by the Company, Parent or any of their respective Subsidiaries of all or any portion of the business or assets of Parent, the Company, 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 of Company Common Stock, 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 of Company Common Stock, including the right to vote the Company Common Stock acquired or owned by Parent or any of its Subsidiaries on all matters properly presented to the Stockholders; provided, however that Parent and Merger Sub shall take the actions in the foregoing clauses (1), (2), (3), (4) or (5) with respect to the Company (including, after the Effective Time, the Surviving Corporation) if such action (A) is necessary to obtain required clearances or waiting period expirations or terminations as may be required under the HSR Act by or before the Outside Date and (B) would not, individually or in the aggregate, reasonably be expected to be materially detrimental to the benefits to be derived by Parent and its Subsidiaries as a result of the Transactions. Notwithstanding anything to the contrary in this Agreement, in no event shall Parent or any of its Subsidiaries be obligated to litigate or participate in any litigation brought by any Governmental Authority seeking any action Parent and Merger Sub are not required to take pursuant to this Section 7.5(d) or to enjoin, make illegal or otherwise prohibit consummation of the Offer and Closing or the other TransactionsMerger.

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). (b) Purchaser and the Company shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer and the other Transactions.

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. (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall use their respective reasonable best efforts to respond promptly to any requests for additional information made by the FTC, the DOJ or any other Governmental Authorities, and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. The parties agree not to extend directly or indirectly any waiting period under the HSR Act or to enter into any agreement with a Governmental Authority to delay or not to consummate the Merger or any of the other Transactions, except with the prior written consent of the other parties hereto. Unless the Company Board shall have effected a Change in Recommendation, subject to applicable Law and the instructions of any Governmental Authority, each of Parent, Merger Sub and the Company shall (x) promptly notify the other party parties of any written communication to that party from any Governmental Authority and, subject to applicable Law, and permit the other party parties to review in advance any proposed written communication to any such Governmental Authority and incorporate give reasonable and good faith consideration to any comments made by the other party’s reasonable commentsparty and its counsel, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Merger or any of the other Transactions unless it consults with the other party parties in advance and, to the extent permitted by such Governmental Authority, gives the other party parties the opportunity to attend, and (z) promptly furnish the other party parties with copies of all correspondence, filings and written communications between them it and their its Affiliates and their respective representatives on the one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Merger and the other Transactions. Unless the Company Board shall have effected a Change in Recommendation, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any of the other Transactions as violative of any antitrust Law, or if any Order or Law is enacted, entered, promulgated or enforced by a Governmental Authority that would make the Merger or any of the other Transactions illegal or would otherwise prohibit or materially impair or delay the consummation of the Merger or any of the other Transactions, each of Parent, Merger Sub and the Company shall use its reasonable best efforts to contest and resist any such action or proceeding and shall use its reasonable best efforts to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or any of the other Transactions and to have such Order or Law repealed, rescinded or made inapplicable so as to permit consummation of the Transactions; provided that in no event shall Parent, Merger Sub or the Company have any obligation to sell, hold separate or otherwise dispose of, or agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of, Parent, Merger Sub or the Company, as the case may be (each a “Divestiture”), if such Divestiture would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the combined businesses of Parent, the Company and their respective Subsidiaries.

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). (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall use their respective reasonable best efforts to respond promptly to any requests for additional information made by the FTC, the DOJ, CFIUS or any other Governmental Authority, and to cause the CFIUS review and the waiting period under the HSR Act to terminate or expire at the earliest possible date after the date of filing. The parties agree not to extend directly or indirectly the CFIUS review or any waiting period under the HSR Act or enter into any agreement with a Governmental Authority to delay or not to consummate the Merger and the other Transactions, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Each of Parent and Merger Sub and the Company shall will (xi) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (yii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Merger or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (ziii) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Merger and the other Transactions. (c) Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 6.5 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 8.1 so long as such party has up to then complied in all material respects with its obligations under this Section 6.5, or (ii) require Parent to offer, accept or agree to (A) dispose of or hold separate any part of its or the Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world.

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 such materialrespects 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, 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). (b) Purchaser and the Company shall (xii) promptly notify the other party of any written communication received from, or given to, any governmental authority with respect to that party from the transactions contemplated by the Merger Agreement and keep the other parties reasonably informed as to the status of any Governmental Authority andsuch request, inquiry, investigation, or other communication, (iii) subject to applicable Lawlaw, and to the extent practicable, permit the other party to review in advance any proposed written communication by it to any such Governmental Authority governmental authority with respect to the transactions contemplated by the Merger Agreement, and incorporate the other party’s reasonable comments, (yiv) not agree to participate in any substantive meeting or discussion with any such Governmental Authority governmental authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Merger Agreement or the other Transactions transactions contemplated by the Merger Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authoritygovernmental 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 (zvi) furnish the other party with non-confidential copies of all correspondence, filings and written communications between them and their Affiliates affiliates and their respective representatives on one hand, and any such Governmental Authority governmental authority or its staff on the other hand, with respect to this 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 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 or 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 contrary 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 Offer and transactions involving a Non-Required Remedy or (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 Transactionstransactions 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 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. (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall use their respective reasonable best efforts to respond promptly to any requests for additional information made by the FTC or the DOJ, and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. The parties hereto agree not to extend directly or indirectly any waiting period under the HSR Act or enter into any agreement with a Governmental Authority to delay or not to consummate the Offer, the Merger and the other Transactions, except with the prior written consent of the other parties hereto. Each of Parent and Merger Sub and the Company shall (xi) promptly notify the other party parties of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party Company shall cooperate with Parent and Merger Sub in responding to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer or the other Transactions 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 attendcommunication, and (zii) subject to confidentiality restrictions, furnish the other party parties with copies of all correspondence, filings and written communications between them and their Affiliates affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Offer, the Merger and the other Transactions. (c) Nothing in this Agreement shall obligate Parent or Merger Sub or any other Subsidiary of Parent to, and the Company shall not and cause each Company Subsidiary to not, agree (i) to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any Company Subsidiary or (ii) to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and any Company Subsidiary or (B) to control their respective businesses or operations or the businesses or operations of the Company and any Company Subsidiary.

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. (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall respond promptly to any requests for additional information made by any Governmental or Regulatory Authority, and use their respective reasonable best efforts to cause the waiting period under the HSR Act to terminate or expire at the earliest possible date after the date of filing. Parent, Holdings and the Company agree not to extend directly or indirectly any waiting period under the HSR Act or enter into any agreement with a Governmental or Regulatory Authority to delay or not to consummate the transactions contemplated by this Agreement, except with the prior written consent of Purchaser, and Purchaser agrees not to take any such action without the prior written consent of Parent, which consent, in any such case, shall not be unreasonably withheld, conditioned or delayed. Each of Parent and Purchaser shall (xi) promptly notify the other party of any written communication to that party from any Governmental or Regulatory Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental or Regulatory Authority and incorporate the other party’s reasonable comments, (yii) not agree to participate in any substantive meeting or discussion with any such Governmental or Regulatory Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Agreement or the other Transactions transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental or Regulatory Authority, gives the other party the opportunity to attend, and (ziii) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental or Regulatory Authority or its staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Notwithstanding anything to the contrary contained in this Section 6.02 or elsewhere in this Agreement, if any action or proceeding by any Governmental or Regulatory Authority is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, the Offer parties shall use their reasonable best efforts to (i) contest, resist or resolve any such proceeding or action and (ii) have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action. (d) The parties hereto shall consult with each other prior to proposing or entering into any stipulation or agreement with any Governmental or Regulatory Authority or any third party in connection with any Required Approvals and shall not propose or enter into any such stipulation or agreement without the other Transactionsparty’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. (e) Notwithstanding anything in this Section 6.02 or elsewhere in this Agreement to the contrary, neither Purchaser nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of Purchaser or any of its Affiliates or of the Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of Purchaser or any of its Affiliates or of the Companies.

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 such materialrespects 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, 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). (b) Purchaser and the Company shall (xii) promptly notify the other party of any written communication received from, or given to, any governmental authority with respect to that party from the transactions contemplated by the Merger Agreement and keep the other parties reasonably informed as to the status of any Governmental Authority andsuch request, inquiry, investigation, or other communication, (iii) subject to applicable Lawlaw, and to the extent practicable, permit the other party to review in advance any proposed written communication by it to any such Governmental Authority governmental authority with respect to the transactions contemplated by the Merger Agreement, and incorporate the other party’s reasonable comments, (yiv) not agree to participate in any substantive meeting or discussion with any such Governmental Authority governmental authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Merger Agreement or the other Transactions transactions contemplated by the Merger Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Authoritygovernmental 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 (zvi) furnish the other party with non-confidential copies of all correspondence, filings and written communications between them and their Affiliates affiliates and their respective representatives on one hand, and any such Governmental Authority governmental authority or its staff on the other hand, with respect to this 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 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 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 (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 contrary 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 Offer and transactions involving a Non-Required Remedy (as defined in Section 15 – “Conditions of the Offer”) or (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 Transactionstransactions 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 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. (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall use their respective commercially reasonable efforts to respond promptly to any requests for additional information made by the FTC or the DOJ, and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. Each of Parent and Merger Sub and the Company shall (xi) promptly notify the other party parties of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party Company shall cooperate with Parent and Merger Sub in responding to review in advance any proposed written such communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (zii) subject to confidentiality restrictions, furnish the other party parties’ legal counsel, including in-house legal counsel, with copies of all correspondence, filings and written communications between them and their Affiliates affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Offer, the Merger and the other Transactions. Notwithstanding anything herein to the contrary, Parent shall have, except where prohibited by applicable Law, responsibility for determining the strategy for dealing with any Governmental Authority regarding applicable Law relating to antitrust or competition matters. (c) Nothing in this Agreement shall obligate Parent or Merger Sub or any other Subsidiary of Parent to, and the Company shall not and cause each Company Subsidiary to not, agree (i) to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any Company Subsidiary or (ii) to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and any Company Subsidiary or (B) to control their respective businesses or operations or the businesses or operations of the Company and any Company Subsidiary.

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). (b) Purchaser and the Company shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer and the other Transactions.

Standard of Efforts. (a) Subject to the terms and conditions provided hereinherein (including the provisions of Sections 7.1(b) and 7.8), 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 in accordance with the terms of this Agreement 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 (and such consultations shall be reasonable) 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). (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall respond promptly to any requests for additional information made by the FTC, the DOJ or any other Governmental Authority, and use their respective reasonable best efforts to cause the waiting period under the HSR Act to terminate or expire at the earliest possible date after the date of filing. The parties agree not to extend directly or indirectly any waiting period under the HSR Act or enter into any agreement with a Governmental Authority to delay or not to consummate the Merger and the other Transactions, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Each of Parent and Merger Sub and the Company shall will (xi) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (yii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Merger or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (ziii) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer Merger and the other Transactions. (c) Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not, without Parent’s prior written consent, commit to any divestiture transaction or agree to any restriction on its business, and nothing in this Section 7.5 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.1 so long as such party has up to then complied in all material respects with its obligations under this Section 7.5, or (ii) require Parent to offer, accept or agree to (A) dispose of or hold separate any part of its or the Company’s businesses, operations, assets or product lines (or a combination of Parent’s and the Company’s respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Corporation or any of their Affiliates may carry on business in any part of the world.

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. (b) Purchaser Notwithstanding anything else in this Agreement to the contrary and in furtherance and not limitation of Section 6.3(a) and subject to Section 6.6, the Company shall (x) promptly notify the other party of any written communication Company, Parent and Merger Sub agree to that party from take all actions necessary or reasonably advisable or as may be required by any Governmental Authority andto obtain any consents, subject clearances or approvals required under or in connection with any Antitrust Law (as defined below), and to applicable Lawenable all waiting periods under any Antitrust Law to expire, permit and to avoid or eliminate every impediment under any Antitrust Law asserted by any Governmental Authority, in each case, to expeditiously (and in no event later than the Outside Date) consummate the Offer, the Merger and the other party Transactions, including (i) selling, licensing or otherwise disposing of, or holding separate and agreeing to review sell, license or otherwise dispose of, any entities, assets or facilities after the Effective Time, in advance any proposed written communication to any such Governmental Authority and incorporate each case, the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect consummation of any filing, investigation or inquiry concerning this Agreement, which is conditioned upon the consummation of the Offer or the Merger, as applicable, (ii) terminating, amending or assigning existing relationships and contractual rights and obligations (other Transactions unless it consults with than terminations that would result in a breach of a contractual obligation to a third party), in each case, the other party in advance andconsummation of which is conditioned upon the consummation of the Offer or the Merger, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attendas applicable, and (ziii) furnish amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements, in each case, the other party with copies consummation of all correspondencewhich is conditioned upon the consummation of the Offer or the Merger, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to as applicable. As used in this Agreement, “Antitrust Law” means all federal, state, foreign, multinational or supranational Laws that are designed or intended to prohibit, restrict or regulate actions having the Offer and purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the other creation or strengthening of a dominant position through merger or acquisition, including any merger control or antitrust Laws or Laws that relate to foreign investments, in any case that are applicable to the Transactions.

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. (b) Purchaser In furtherance of, and not in limitation of the foregoing, the parties shall respond promptly to any requests for additional information made by any Governmental or Regulatory Authority, and use their respective reasonable best efforts to cause the waiting period under the HSR Act to terminate or expire at the earliest possible date after the date of filing. Parent, Holdings and the Company agree not to extend directly or indirectly any waiting period under the HSR Act or enter into any agreement with a Governmental or Regulatory Authority to delay or not to consummate the transactions contemplated by this Agreement, except with the prior written consent of Purchaser, and Purchaser agrees not to take any such action without the prior written consent of Parent, which consent, in any such case, shall not be unreasonably withheld, conditioned or delayed. Each of Parent and Purchaser shall (xi) promptly notify the other party of any written communication to that party from any Governmental or Regulatory Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental or Regulatory Authority and incorporate the other party’s reasonable comments, (yii) not agree to participate in any substantive meeting or discussion with any such Governmental or Regulatory Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer Agreement or the other Transactions transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental or Regulatory Authority, gives the other party the opportunity to attend, and (ziii) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental or Regulatory Authority or its staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (c) Notwithstanding anything to the contrary contained in this Section 6.02 or elsewhere in this Agreement, if any action or proceeding by any Governmental or Regulatory Authority is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, the Offer parties shall use their reasonable best efforts to (i) contest, resist or resolve any such proceeding or action and (ii) have vacated, lifted, reversed or overturned any injunction resulting from such proceeding or action. (d) The parties hereto shall consult with each other prior to proposing or entering into any stipulation or agreement with any Governmental or Regulatory Authority or any third party in connection with any Required Approvals and shall not propose or enter into any such stipulation or agreement without the other Transactionsparty's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. (e) Notwithstanding anything in this Section 6.02 or elsewhere in this Agreement to the contrary, neither Purchaser nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of Purchaser or any of its Affiliates or of the Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of Purchaser or any of its Affiliates or of the Companies.

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). (b) Purchaser and the Company shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement, the Offer or the other Transactions unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend, and (z) furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority or its staff on the other hand, with respect to this Agreement, the Offer and the other Transactions.