Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Parent and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties hereto Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use its commercially their reasonable best efforts to take, or (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish hereby as promptly as is reasonably practicable after the following: (i) the taking execution of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (ivB) the defending of any suitsresolve such objections, claimsif any, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered as may be asserted by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary with respect to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on hereby and (C) undertake any reasonable actions required to lawfully complete the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Merger and the transactions contemplated hereby. Notwithstanding anything Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the contrary in this Agreementforegoing, nothing in this Agreement provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be deemed required to require Purchaser and take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or any subsidiary otherwise), business, assets, liabilities or affiliate thereof to agree to any divestiture by itself results of operations of either Parent (or any of its affiliates subsidiaries), the Company (or any of shares of capital stock or of any business, assets or property, its subsidiaries) or the imposition of Surviving Corporation, taken individually or in the aggregate, (any material limitation such action, a “Burdensome Condition”) or (y) is not conditioned on the ability consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any of them to conduct their businesses objection, action or to own or exercise control of such assets, properties and stockproceeding by any Governmental Entity.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), including under the HSR Act) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement or the consummation of the transactions contemplated herebyby this Agreement or the Stockholder Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Stockholder Agreement; provided, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself however, that none of Parent or any of its affiliates of shares of capital stock or of any business, assets or propertyshall be required to agree to, or the imposition of proffer to, (i) divest or hold separate, or enter into any material limitation on the ability of licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any of them Parent's, the Company's or any of their respective affiliates' businesses or (ii) cease to conduct business or operations in any jurisdiction in which Parent, the Company or any of their businesses respective subsidiaries or to own affiliates conducts business or exercise control operations as of such assets, properties and stockthe date of this Agreement.

Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the Offer Conditions and the conditions precedent set forth in this Agreement Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection with, the transactions contemplated by this Agreementincluding all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation other Legal Requirement is or becomes applicable to the Offer, the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to render inapplicable or minimize the effect of such takeover statute or regulation other Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Sections 5.1, 5.2 and 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals waivers and approvals, in a form and substance reasonably acceptable to Inovio, of any parties to any Contract of VGX or waivers from third parties which may be any of its Subsidiaries listed on Schedule 5.9(d)(iii) as are required or desirable as a result of, or thereunder in connection with, with the transactions contemplated by this Agreement, Merger; (iv) the obtaining of all necessary consents, waivers and approvals, in a form and substance reasonably acceptable to VGX, of any parties to any Contract of Inovio or any of its Subsidiaries listed on Schedule 5.9(d)(iv) as are required thereunder in connection with the Merger; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, administrative (including actions by a private party) challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each (a) Each of the parties hereto shall Company, Parent and Merger Sub agree to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any party hereto may reasonably request in order to cause any of the conditions to any other party's obligation to consummate such transactions specified in Article VII and Annex A to be fully satisfied, and to promptly cooperate with and furnish information to each other in connection with any requirements imposed upon any of them with respect thereto. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing of any documents with the Commission contemplated hereby (including any necessary amendments or supplements); (ii) using commercially reasonable efforts to obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person required to be obtained or made by Parent, Merger Sub, the Company or any of their Subsidiaries in connection with the Offer, the Merger or the taking of any action contemplated thereby or by this Agreement, ; (iii) filing all pre-merger notification and report forms required under the Hart-Xxxxx Xxx and responding to any requests for additional information made by any Governmental Entity pursuant to the Hart-Xxxxx Xxx; (iv) the defending using commercially reasonable efforts to lift any Injunction of any suitstype referred to in Section 7.1(c); (v) providing all such information about such party, claimsits Subsidiaries and its officers, actionsdirectors, investigations partners and Affiliates and making all applications and filings as may be necessary or proceedingsreasonably requested in connection with any of the foregoing; and (vi) in general, whether judicial or administrative, challenging this Agreement or the consummation of using commercially reasonable efforts to consummate and make effective the transactions contemplated herebythereby; provided, includinghowever, without limitationthat in making any such filing and in order to obtain any consent, seeking to have any stay or temporary restraining order entered by any court approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in this sentence, (A) no party shall be required to pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, any of its assets or to agree to any of the foregoing or any other condition or requirement that is materially adverse or burdensome; (B) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in paragraphs (a), (b) or (c) of Annex A; and (C) without Parent's prior consent, the Company shall not, and shall not permit any of its Subsidiaries to, amend any material License or material Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the ordinary course of business consistent with prior practice. Prior to making any application to or filing with any Governmental Entity vacated or reversedother Person in connection with this Agreement, each party shall provide the other party with drafts thereof and (v) afford the execution other party a reasonable opportunity to comment on such drafts. In case at any time after the Effective Time any further action is necessary or delivery of any additional certificates, instruments and other documents necessary desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the proper officers and directors of each party to this Agreement then in office shall use all commercially their reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of take all such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockaction.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties hereto shall to this Agreement will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of obtaining all reasonable necessary actions necessary to cause the conditions precedent set forth in this Agreement to be satisfiedor non-actions, waivers, consents and approvals from any Governmental Entity, (ii) if applicable, making, as promptly as practicable, an appropriate filing with the obtaining United States Federal Trade Commission (the “FTC”) and the Antitrust Division of all necessary actions or nonactionsthe United States Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, waiversas applicable, consents, approvals, orders and authorizations from Governmental Authoritywhich filings shall specifically request early termination of the waiting period prescribed by the HSR Act, and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityHSR Act, (iii) the making, as promptly as practicable, appropriate filings under any Foreign Merger Control Law, if required, (iv) obtaining of all necessary consents, approvals or waivers from from, or taking other actions with respect to, third parties which may necessary or advisable to be required obtained or desirable as a result of, or taken in connection with, with the transactions contemplated by this AgreementAgreement (provided, however, in no event shall obtaining such consents, approvals or waivers be required as a condition to Closing hereunder), (ivv) the defending subject to first having used its commercially reasonable efforts to negotiate a reasonable resolution of any suitsobjections underlying such lawsuits or other legal proceedings, claims, actions, investigations defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (vi) promptly obtaining (including drawing down) the Financing and/or any alternative financing, and (vvii) the execution or delivery of executing and delivering any additional certificates, instruments and other documents necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article V to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by this AgreementTransactions, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated byTransactions, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each subject to the fiduciary duties of Purchaser and its Board, the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Transactions or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Transactions and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon On the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Exchange, and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (ia) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental AuthorityEntity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vd) the execution or delivery of executing and delivering any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting Notwithstanding the foregoing, each of Purchaser no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the Company and its respective Board of Directors shall, if any state takeover statute amount payable thereunder or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything be more burdensome to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates subsidiaries in order to attain any such consent, approval or authorization without the prior written consent of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockAcquiror.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, (ii) the obtaining of obtain all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of to make all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of to take all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of to obtain all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, (iv) the defending of to defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking including to seek to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution to execute or delivery of deliver any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Parent and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate obtain the approval and make effectiveadoption of this Agreement by the stockholders of Gartner as contemplated by Section 4.1(a) and Section 4.2(a) and to consummate, in the most expeditious manner practicableas soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including, without limitation, using reasonable efforts but not limited to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything (v) causing all conditions to the contrary parties' obligations to consummate the Merger set forth in this AgreementArticle IV (other than those set forth in Section 4.1(i)) to be satisfied. The Company and IMS HEALTH, nothing in this Agreement upon the other's request, shall be deemed provide all such reasonably necessary information concerning the party's business and affairs to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockother party.

Reasonable Efforts. Upon On the terms and subject to the ------------------ conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (ia) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any)including without limitation, all filings under the HSR Act) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental AuthorityEntity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vd) the execution or delivery of executing and delivering any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting Notwithstanding the foregoing, each of Purchaser no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to increase the Company and its respective Board of Directors shall, if any state takeover statute amount payable thereunder or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything be more burdensome to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates Subsidiaries in order to attain any such consent, approval or authorization without the prior written consent of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockParent.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (ia) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to Closing to be satisfiedsatisfied as promptly as practicable, (iib) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Authority, (iiic) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vd) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoingfirst sentence of this Section 6.03, each of Purchaser and the Company and its respective Board of Directors shall, if any and Parent and its Board of Directors shall (i) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger, this Agreement Merger or any of the other transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, use take all commercially reasonable efforts action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Purchaser and Parent to (A) agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent or any of its Subsidiaries or, assuming the consummation of the Merger, the Company or any subsidiary of its Subsidiaries, (B) not compete in any geographic area or affiliate thereof to agree to any divestiture by itself line of business or (C) restrict the manner in which, or whether, Parent, the Company, the Surviving Entity or any of its affiliates their respective Affiliates may carry on business in any part of shares of capital stock or of any businessthe world, assets or propertywhich, or in the imposition of any material limitation on the ability case of any of them clauses (A) through (C) above, would reasonably be likely to conduct their businesses have a Parent Material Adverse Effect, a Company Material Adverse Effect or materially impair the long-term benefits sought to own or exercise control of such assets, properties and stockbe derived from the Merger.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties party hereto shall will use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable after the date hereof, including, without limitation, using reasonable efforts to accomplish the following: including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable (A) all Necessary Consents and (B) all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the taking Merger or any of all reasonable actions necessary to cause the conditions precedent set forth in other transactions contemplated by this Agreement (other than such consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances, the failure of which to be satisfiedobtain would not have a Material Adverse Effect on the Company or Buyer, as the case may be) (collectively, the "REQUIRED APPROVALS") and (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suitobtain all such Necessary Consents and the Required Approvals , claim, action, investigation or proceeding by any Governmental Authority, and (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; provided, and (v) however, that notwithstanding anything to the execution contrary contained in this Section 6.3 or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, elsewhere in this Agreement, neither Buyer or the Company shall be required to take any action or do any thing if the Board of Directors of Buyer or the Board of Directors of the Company, respectively, determines in good faith, after consultation with outside counsel, that the taking of such action or the doing of such thing would be inconsistent with its fiduciary duties to Buyer's or the Company's stockholders, respectively, under applicable law. In connection with furtherance and without limiting not in limitation of the foregoing, each of Purchaser Buyer and the Company agrees (i) to make, as promptly as practicable, (A) an appropriate filing of a Notification and its respective Board of Directors shallReport Form pursuant to the HSR Act with respect to the transactions contemplated hereby, if any state takeover statute or similar statute or regulation such filing of a notification and report form is or becomes applicable required by the HSR Act, and (B) all other necessary filings with other Governmental Entities relating to the Merger, this Agreement and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such Governmental Entities and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act, if applicable, and the receipt of Required Approvals under such other laws or from such Governmental Entities as soon as practicable and (ii) not to extend any of waiting period under the HSR Act, if applicable, or enter into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that except with the Merger and prior written consent of the other transactions contemplated by this Agreement may parties hereto (which consent shall not be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute unreasonably withheld or regulation on the Merger, this Agreement and the transactions contemplated herebydelayed). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement neither Buyer nor the Company nor any of their respective Subsidiaries shall be deemed required to require Purchaser hold separate (including by trust or otherwise) or to divest or agree to divest any of their respective businesses or assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Buyer (assuming the Merger has been consummated) or to substantially impair the benefits to Buyer, as of the date hereof, to be realized from consummation of the Merger, and neither Buyer or the Company or any subsidiary or affiliate thereof shall be required to agree to or effect any divestiture by itself divestiture, hold separate any business or take any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation other action that is not conditional on the ability consummation of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockthe Merger.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties hereto shall to this Agreement will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI and Annex A are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of obtaining all reasonable necessary actions necessary to cause the conditions precedent set forth in this Agreement to be satisfiedor non-actions, waivers, consents and approvals from any Governmental Entity, (ii) if applicable, making, as promptly as practicable, an appropriate filing with the obtaining United States Federal Trade Commission (the “FTC”) and the Antitrust Division of all necessary actions or nonactionsthe United States Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, waiversas applicable, consents, approvals, orders and authorizations from Governmental Authoritywhich filings shall specifically request early termination of the waiting period prescribed by the HSR Act, and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityHSR Act, (iii) the making, as promptly as practicable, appropriate filings under any Foreign Merger Control Law, if required, (iv) obtaining of all necessary consents, approvals or waivers from from, or taking other actions with respect to, third parties which may necessary or advisable to be required obtained or desirable as a result of, or taken in connection with, with the transactions contemplated by this AgreementAgreement (provided, however, in no event shall obtaining such consents, approvals or waivers be required as a condition to consummating the Offer or Closing hereunder), (ivv) the defending subject to first having used its commercially reasonable efforts to negotiate a reasonable resolution of any suitsobjections underlying such lawsuits or other legal proceedings, claims, actions, investigations defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vvi) the execution or delivery of executing and delivering any additional certificates, instruments and other documents necessary to consummate the transactions contemplated byhereby, and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish including the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viv) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 4.2 and Section 5.2 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, if, there is a reasonable possibility that the defending of such actions would result in their dismissal, removal, elimination or termination, and (viv) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall discuss, in good faith, procedures to pursue third party consents and each shall use all reasonable efforts to pursue obtaining those consents (it being understood that failure to obtain any one or more such consents shall not give rise to a failure of a condition to Closing hereunder). In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and subject conditions of this Agreement and without limitation to the conditions set forth in this Agreementprovisions of Section 6.6 hereof, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements (including, without limitation, (i) cooperating in the preparation and filing of the Offer Documents, the Schedule 14D-9, the Form 10, the Information Statement and any amendments to any thereof; (ii) cooperating in making available information and personnel in connection with presentations, whether in writing or otherwise, to prospective lenders to Parent and Purchaser that may be asked to provide financing for the transactions contemplated by this Agreement; (iii) taking of all action reasonably necessary, proper or advisable to consummate secure any necessary consents or waivers under existing debt obligations of the Company and make effectiveits Subsidiaries or amend the notes, in indentures or agreements relating thereto to the most expeditious manner practicableextent required by such notes, indentures or agreements or redeem or repurchase such debt obligations; (iv) contesting any pending legal proceeding relating to the Offer, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, Spin-Off; and (v) the execution or delivery of executing any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, hereby and thereby). In case at any time after the Effective Time any further action is necessary to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the proper officers and directors of each party hereto shall use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of take all such statute or regulation on the Merger, this Agreement and the transactions contemplated herebynecessary action. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.19

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including the Lenders’ Consent and the Necessary Consents (provided, that the parties which may be required or desirable as a result of, or will discuss in connection with, good faith procedures to pursue third party consents with respect to the transactions contemplated by this AgreementAgreement and the Ancillary Agreements) (it being understood that failure to obtain any one or more such consents, in and of itself, shall not constitute a failure by Seller or Purchaser to comply with any of its covenants herein or a failure of a condition to Closing hereunder), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedhereby and thereby, and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser Agreement and the Company and its respective Board of Directors shallAncillary Agreements. Promptly after the date hereof, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, Seller shall use all commercially reasonable efforts to ensure that arrange a meeting between each of those Persons identified on Section 5.4(d)(i) of the Merger Seller Disclosure Letter and representatives of the other transactions contemplated by this Agreement may be consummated as promptly as practicable Company, Purchaser and Seller to introduce Purchaser to each such Person. In the event Seller or the Company receives any written notice or communication from any of those Persons identified on Section 5.4(d)(ii) of the terms contemplated by this Agreement and otherwise Seller Disclosure Letter relating to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary notice of termination or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or threatened termination of any businessCompany Material Contract with such Person, assets or propertythen Seller shall promptly, or the imposition of and in any material limitation on the ability of any of them to conduct their businesses or to own or exercise control event within two (2) business days after receipt thereof, furnish Purchaser with a copy of such assets, properties and stocknotice or communication.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, including without limitation the consents listed in Schedule 2.5 of the Company Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Parent and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto shall will use its commercially all reasonable best efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated by this Agreement and shall use all reasonable efforts to satisfy the conditions to the transactions contemplated hereby and to obtain all waivers, permits, consents and approvals and to effect all registrations, filings and notices with or to third parties or governmental or public bodies or authorities which are necessary or desirable in connection with the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitationbut not limited to, using reasonable efforts filings to accomplish the following: (i) extent required under the taking Exchange Act. Without limiting the generality of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfiedforegoing, (ii) the obtaining Parent as the sole stockholder of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authoritythe Purchaser, and the making Purchaser as a stockholder of all necessary registrationsthe Company, declarations will consent and/or vote in favor of the transactions contemplated hereunder, and filings (including registrationsCompany, declarations and filings with Governmental Authorities, if any)the Parent, and the taking of all reasonable steps as may be necessary to avoid Purchaser will vigorously defend against any suit, claim, action, investigation lawsuit or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedingsproceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, includingfrom time to time after the date hereof, without limitationfurther consideration, seeking the Company will, at its own expense, execute and deliver such documents to have any stay or temporary restraining the Parent as the Parent may reasonably request in order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement. Subject to the terms and conditions of this Agreement, use all commercially reasonable efforts from time to ensure that time after the Merger date hereof, without further consideration, each of the Parent and the other Purchaser will, at its own expense, execute and deliver such documents to the Company as the Company may reasonably request in order to consummate the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 8.12(e) and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreementhereby, including, without limitation, including using all reasonable efforts to accomplish the following: following (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article IX to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents (provided, that the parties which may be required will discuss in good faith procedures to pursue third party consents with respect to the Mergers) (it being understood that failure to obtain any one or desirable as more such consents, in and of itself, shall not constitute a result of, or in connection with, the transactions contemplated by this Agreementcondition to Closing hereunder), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the other transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, if, there is a reasonable possibility that the defending of such actions would result in their dismissal, removal, elimination or termination, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board the Company's board of Directors shalldirectors will, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Company Merger, this Agreement or any of the other transactions contemplated by this Agreementhereby, use all commercially reasonable efforts to ensure that the Company Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Company Merger, this Agreement and the other transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Arrangement and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article 7 to be satisfied, ; (iib) the obtaining of the Appropriate Regulatory Approvals and all other necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Bodies and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesBodies, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Body; (iiic) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, ; (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, and ; (ve) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with ; and without limiting (f) the foregoing, each preparation of Purchaser the Joint Proxy Circular and the Company calling and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any holding of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger Glyko Shareholders Meeting and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockBioMarin Stockholders Meeting.

Reasonable Efforts. Upon (a) Subject to Sections 8.2(b), and following the terms and subject to the conditions set forth in this Agreementdate hereof, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actionsaction, and or to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this AgreementAgreement and the Related Agreements and to cause the conditions to the obligations of the other party hereto to consummate the transactions contemplated hereby to be satisfied at the Closing, (iv) including obtaining all consents and approvals of all Persons and Governmental or Regulatory Authorities and removing any injunctions or other Encumbrances on the defending Purchased Assets, impairments or delays the obtaining or removal of any suitswhich are necessary, claims, actions, investigations proper or proceedings, whether judicial or administrative, challenging this Agreement or advisable to the consummation of the transactions contemplated herebyby this Agreement and the Related Agreements. The parties hereto shall cooperate with each other in connection with the taking of all actions referenced in the preceding sentence, includingincluding providing (i) such reasonable assistance as the other party may request in connection with its preparation of any required filings or submissions and (ii) copies of all such filings and submissions to the non-filing party and its advisors prior to filing or submission and, without limitationif requested, seeking to accept all reasonable additions, deletions or changes suggested in connection therewith. The Seller and the Acquiror shall have the right to review in advance, and, to the extent practicable, each shall consult the other on, all the information relating to the Seller or the Acquiror, as the case may be, that appears in any stay filing made with, or temporary restraining order entered by written materials submitted to, any court or other third party and/or any Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In in connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions Agreement (including any filing contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Section 8.2(a)). The Seller and the transactions contemplated hereby. Notwithstanding anything Acquiror may, as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to the contrary in other under this Agreement, nothing in this Agreement section as “outside counsel only.” Such information shall be deemed given only to require Purchaser outside counsel of the recipient. In addition, the Seller and the Company Acquiror may redact any information from such documents shared with the other party or any subsidiary its counsel that is not pertinent to the subject matter of the filing or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stocksubmission.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto shall party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and the other Transaction Documents and applicable laws and regulations to consummate the transactions contemplated hereby and thereby as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to assist obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits and cooperate with authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement and the other parties Transaction Documents and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, (i) each party hereto in doingagrees to make appropriate filings as required pursuant to the HSR Act and any other Regulatory Law with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) subject to the terms and conditions of this Agreement, the Company will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate obtain all waivers with respect to each and make effective, in every preemptive right and right of first refusal to which the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts issuance of Company Common Stock pursuant to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfiedwould, (ii) the obtaining of all necessary actions or nonactions, if not for such waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockgive rise.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate obtain the adoption of this Agreement and make effectivethe approval of the Governance Provisions by the stockholders of the Company as contemplated by Sections 4.1(a), in the most expeditious manner practicable4.1(b) and 4.2(a) hereof and to consummate, as soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including, without limitation, using reasonable efforts but not limited to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act), (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Distribution Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable respect to the Merger, this Agreement or the Distribution Agreement vacated or reversed, (d) the execution and delivery of any of additional instruments necessary to consummate the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything Distribution Agreement and (e) causing all conditions to the contrary parties' obligations to consummate (i) the Merger set forth in this AgreementArticle 4 hereof and (ii) the Distribution set forth in Section 2.1(b) of the Distribution Agreement to be satisfied. The Company and UNITRIN, nothing in this Agreement upon the other's request, shall be deemed provide all such information reasonably necessary to require Purchaser accomplish the foregoing concerning the party's business and affairs to the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockother party.

Reasonable Efforts. Upon Subject to the express provisions of Section 4.2 and Section 5.2 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedNecessary Consents, and (viv) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon (a) Subject to Section 7.5(c), the terms Company and subject Parent shall, and shall use all reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable Laws with respect to the conditions Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in this Agreementthe Parent Disclosure Statement or the Company Disclosure Statement, each as the case may be) which would impair the ability of the parties hereto shall to consummate the Merger (regardless of whether such action would otherwise be permitted or not prohibited hereunder); and (iii) use its commercially all reasonable best efforts to promptly (x) take, or cause to be taken, all actions, other actions and to (y) do, or cause to be done, and to assist and cooperate with the all other parties hereto in doing, all things reasonably necessary, proper or advisable appropriate to satisfy the conditions set forth in Article VIII (unless waived) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this Agreement, Agreement on the terms and conditions set forth herein (iv) including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation). Each party shall promptly notify the defending other party of any suitscommunication to that party from any Governmental Body in connection with any required filing with, claimsor approval or review by, actionssuch Governmental Body in connection with the Merger and permit the other party to review in advance any proposed communication to any Governmental Body in such connection to the extent permitted by applicable law. Notwithstanding the foregoing, investigations in connection with any filing or proceedings, whether judicial submission required or administrative, challenging this Agreement action to be taken by either the Company or Parent or any of their respective Subsidiaries to effect the consummation of Merger and to consummate the other transactions contemplated hereby, including(A) neither the Company nor any of its Subsidiaries shall, without limitationParent's prior written consent, seeking commit to have any stay divestiture or temporary restraining order entered by hold separate or similar transaction with respect to any court asset or other Governmental Entity vacated or reversedbusiness of TCI Group, and each of the Company and the TCI Group Members shall commit to, and shall use reasonable efforts to effect, such thereof (which commitments may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall reasonably request, and (vB) neither Parent nor any of its Subsidiaries shall be required to divest or hold separate or otherwise take (or refrain from taking) or commit to take (or refrain from taking) any action that limits its freedom of action with respect to, or its ability to retain, the execution Company or delivery any of its Subsidiaries or any additional certificates, instruments and other documents necessary to consummate material portion of the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each assets of Purchaser and the Company and its respective Board of Directors shallSubsidiaries, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementbusiness, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect product lines or assets of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself Parent or any of its affiliates Subsidiaries, if any of shares of capital stock the foregoing, individually or of any businessin the aggregate, assets or property, or the imposition of any material limitation would have a Material Adverse Effect on the ability of any of them Company or on the TCI Group (or an effect on Parent and its Subsidiaries that, were such effect applied to conduct their businesses the Company and its Subsidiaries, would constitute a Material Adverse Effect on the Company or to own or exercise control of such assets, properties and stockon the TCI Group).

Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection with, the transactions contemplated by this Agreementincluding all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Company Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Company Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Company Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon (a) Subject to the terms and conditions of this Agreement (including Section 7.4 hereof) and applicable law, and (with respect to Parent) subject to the conditions set forth in this Agreementlast proviso of the following sentence, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this AgreementAgreement as soon as reasonably practicable (or, (iv) the defending with respect to ministerial actions required of Parent or its directors, officers, employees or agents, promptly), including such actions or things as any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation other party hereto may reasonably request in order to cause any of the transactions contemplated hereby, including, without limitation, seeking conditions to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary such party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting generality of the foregoing, each of Purchaser the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (A) the Company preparation and its respective Board filing with the Commission of Directors shallthe Registration Statement, if the preliminary proxy statement referred to in Section 3.2, the Proxy Statement and any state takeover statute necessary amendments or similar statute or regulation is or becomes applicable supplements to the Merger, this Agreement or any of the transactions contemplated foregoing; (B) seeking to have such Registration Statement declared effective by this Agreement, use all the Commission as soon as reasonably practicable after filing; (C) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Stock Consideration; (D) using commercially reasonable efforts to ensure that obtain all required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and to give all required notices to and to make all required filings with and applications and submissions to, any Governmental Entity or other Person, in each case required in order to cause any of the conditions to each other party's obligation to consummate the Merger and the other transactions contemplated hereby to be fully satisfied; (E) filing all pre-merger notification and report forms required under the Hart-Xxxxx Xxx and responding to any requests for additional information made by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything any Governmental Entity pursuant to the contrary Hart-Xxxxx Xxx; (F) using commercially reasonable efforts (which in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.case of

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall Parent and Seller agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger Sale and the other transactions contemplated by this Agreementthe Transaction Documents, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Purchaser and Parent shall, with Seller's good faith, cooperation and assistance (i) obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities or other Persons, and make all necessary registrations and filings and take all reasonable steps as may be necessary or desirable to obtain an approval, waiver or exemption from any Governmental Entity or other Person and (ii) obtain all necessary consents, approvals, waivers or exemption from non-governmental third parties. In connection with and without limiting the foregoingaddition, each of Parent, Purchaser and Seller agrees to use their reasonable best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerSale, this Agreement or any of the transactions contemplated by the Transaction Documents, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Documents entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, use the proper officers and directors of Seller, Parent and Purchaser shall take all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stocknecessary action.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), including under the HSR Act) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement or the consummation of the transactions contemplated herebyby this Agreement or the Stockholder Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser Agreement and the Company and its respective Board of Directors shallStockholder Agreement; provided, if however, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate, or enter into any state takeover statute licensing or similar statute arrangement with respect to, any assets (whether tangible or regulation is or becomes applicable to the Merger, this Agreement intangible) or any of Parent's, the transactions contemplated by this AgreementCompany's or any of their respective affiliates' businesses or (ii) cease to conduct business or operations in any jurisdiction in which Parent, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary of their respective subsidiaries conducts business or affiliate thereof to agree to any divestiture by itself or any operations as of its affiliates the date of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockthis Agreement.

Reasonable Efforts. Upon the terms and subject (a) Notwithstanding anything in this Agreement to the conditions set forth contrary, the parties hereto agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and to make all other filings required by, or advisable under, applicable foreign Antitrust Laws (collectively, “Foreign Antitrust Approvals”) with respect to the transactions contemplated hereby as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided, that the submission or filing (i) of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) Business Days of the date of this Agreement, and (ii) for applicable foreign Antitrust Laws shall be submitted by the parties with the relevant notification forms, or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within forty-five (45) calendar days of the date of this Agreement; provided, further that, in the case of clause (ii), if a party is not prepared to file any such submission or filing within such period, such party’s senior executives shall discuss the reasons for the failure to meet such submission or filing deadlines with the senior executives from the other party) and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other filings required or advisable in connection with the Foreign Antitrust Approvals or any other Antitrust Law. Parent shall be entitled to direct the antitrust defense of the transaction contemplated by this Agreement in any investigation or litigation by, or negotiations with, any Governmental Entity or other person relating to the Offer or the Merger or regulatory filings under applicable Antitrust Laws, provided that Parent shall consult with, and consider in good faith the views of, the Company throughout the antitrust defense of the transaction contemplated by this Agreement, including by providing the Company with reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of such defense. The Company shall not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Entity with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or agreed with Parent. The Company shall use its reasonable best efforts to support Parent in all material respects in all such investigations, litigation, negotiations and discussions to the extent requested by Parent. Without limiting the foregoing, the parties shall provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws. The parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity relating to any Antitrust Laws, (iv) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws, and (vi) provide each other promptly with copies of all written communications to or from any Governmental Entity relating to any Antitrust Laws. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s right to direct the antitrust defense of the transaction contemplated by this Agreement, each of the parties hereto Company and Parent agrees, and shall cause each of its Subsidiaries, to use its commercially reasonable best efforts to takeobtain any consents, clearances or cause approvals required under or in connection with the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to be takenprohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”), to enable all actionswaiting periods under applicable Antitrust Laws to expire, and to do, avoid or cause to be done, eliminate each and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effectiveevery impediment under applicable Antitrust Laws asserted by any Governmental Entity, in each case, to cause the most expeditious manner practicableconsummation of the Offer, the Merger and the other transactions contemplated hereby to occur prior to the Termination Date, including but not limited to (x) promptly complying with or modifying any requests for additional information (including any second request) by this Agreementany Governmental Entity. Notwithstanding anything to the contrary herein, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth nothing in this Agreement shall require Parent or any of its Subsidiaries or Affiliates to consent or proffer to divest, hold separate, or enter into any license or similar Contract with respect to, or agree to restrict the ownership or operation of, any business or assets of Parent or any of its Subsidiaries. Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent or any of its Subsidiaries or Affiliates to (and, without the prior written consent of Parent, the Company shall not and shall not allow any of its Subsidiaries to) consent or proffer to divest, hold separate, or enter into any license or similar Contract with respect to, or agree to restrict the ownership or operation of, any business or assets of Company and its Subsidiaries that would reasonably be satisfiedexpected to reduce the benefits to Parent of the transactions contemplated by this Agreement in any material respect. Notwithstanding anything to the contrary herein, (ii) in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to litigate or participate in the obtaining litigation of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, charge, action, investigation hearing, proceeding, arbitration or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedingsmediation, whether judicial or administrative, brought by any Governmental Entity or appeal any order (i) challenging this Agreement or seeking to make illegal, delaying materially or otherwise directly or indirectly restraining or prohibiting the consummation of the transactions contemplated hereby, including, without limitation, Merger or seeking to have obtain from Parent or any stay of its Subsidiaries any damages in connection therewith, (ii) seeking to prohibit or temporary restraining order entered limit in any respect, or place any conditions on, the ownership or operation by the Company, Parent or any court of their respective Affiliates of all or other Governmental Entity vacated any portion of the business or reversedassets of Parent or the Company or any of their respective Subsidiaries or to require any such person to dispose of, and license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any portion of the business or assets of Parent, the Company or any of their respective Subsidiaries, in each case as a result of or in connection with the Merger, (iii) seeking, directly or indirectly, to impose or confirm limitations on the ability of Parent or any of its Affiliates to acquire or hold, or exercise full rights of ownership of, any shares of the Company’s capital stock or any shares of capital stock of the Surviving Corporation on all matters properly presented to the stockholders of the Company or the Surviving Corporation, respectively, (iv) seeking to require divestiture by Parent, the Company or any of their respective Subsidiaries of any shares of Company Common Stock or any business or assets of the Company or its Subsidiaries or Parent or its Subsidiaries, or (v) that would reasonably be expected to impede, interfere with, prevent or materially delay the execution Merger or delivery of any additional certificates, instruments and other documents necessary that would reasonably be expected to consummate dilute materially the transactions contemplated by, and benefits to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any Parent of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Sale and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: Seller Voting Agreement and the Shareholders' Agreements including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if anyincluding those referred to in Sections 3.5(c) and 4.4(c), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Seller Voting Agreement or the Shareholders' Agreements or the consummation of any of the transactions contemplated herebyby this Agreement, includingthe Seller Voting Agreement or the Shareholders' Agreements, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (vd) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , the foregoing, each of Purchaser Seller Voting Agreement and the Company Shareholders' Agreements; provided, however, that a party shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, consent, approval or exemption is reasonably likely to be materially burdensome to such party and its respective Board of Directors shall, if any state takeover statute Subsidiaries taken as a whole or similar statute to impact in a materially adverse manner the economic or regulation is or becomes applicable to the Merger, this Agreement or any business benefits of the transactions contemplated by this Agreement, use all commercially reasonable efforts Agreement so as to ensure that render inadvisable the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect consummation of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stocktransactions.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its their commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, including all filings required under the HSR Act, with the Federal Trade Commission or the United States Department of Justice and any necessary antitrust, competition or similar laws of any foreign jurisdiction, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including promptly seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In Subject to Applicable Laws relating to the exchange of information, Apogent and Fxxxxx shall have the right to review in advance, and to the extent reasonably practicable each will consult the other on, all the information relating to Apogent and its Subsidiaries or Fxxxxx and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Entity in connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if anysuch as those referred to in Sections 3.01(d)(1)-(5) and 3.02(c)(1)-(5), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, (iiiii) the obtaining of all necessary consentswaivers, consents or approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting Notwithstanding the foregoing, each of Purchaser and in connection with any filing or submission required or action to be taken by either Bethlehem or the Company to effect the Merger and to consummate the other transactions contemplated hereby, the Company shall not, without Bethlehem's prior written consent, commit to any divestiture transaction, and neither Bethlehem nor any of its respective Board affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of Directors shallaction with respect to, if or its ability to retain, the Company or any state takeover statute of its businesses, product lines or similar statute or regulation is or becomes applicable to the Merger, this Agreement assets or any of the transactions contemplated by this Agreementbusinesses, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect product lines or assets of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself Bethlehem or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any that otherwise would have a material limitation adverse effect on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockBethlehem.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause causing the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection withincluding all Necessary Consents, and the transactions contemplated by this Agreementremoval of all Legal Restraints, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, and (vi) in the case of Parent, voting the shares of Novadigm Common Stock held by Parent in favor of approval and adoption of this Agreement and approval of the Merger. In connection with and without limiting the foregoing, each of Purchaser and the Company and Novadigm, its respective Board of Directors and Subsidiaries shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, prior to the Effective Time, each of the parties hereto shall party will use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effectiveunder applicable Laws to, in the most expeditious manner practicable, (i) consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement; provided, including, without limitation, using reasonable efforts that nothing in this Section 7.6 shall require Parent or Purchaser to accomplish keep the following: (i) Offer open beyond the taking of all reasonable actions necessary to cause the conditions precedent expiration date set forth in this Agreement the Offer (as it may be extended from time to be satisfied, time); (ii) the obtaining of obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viv) the execution execute or delivery deliver of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however, that in no event shall this Section 7.6(c) require Parent to take any action that is reasonably likely to materially and adversely affect the Table of Contents benefits expected to be derived by Parent or its Affiliates as a result of the transactions contemplated hereby or would be reasonably expected to materially and adversely affect Parent or its Affiliates following the consummation of the Offer or the Merger. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Law is or becomes applicable to the Offer, the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Law on the Offer, the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Legal Requirements to consummate and make effectiveeffective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the most expeditious manner practicable, transactions contemplated by this Agreement for the Merger and purpose of securing to the other transactions parties hereto the benefits contemplated by this Agreement, including, without 39 limitation, using reasonable efforts to accomplish the following: (ia) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Section 6.3 to be satisfied, satisfied (ii) the other than obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated are governed by this AgreementSection 5.7), (ivb) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, reversed and (vc) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable Subject to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger terms and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary conditions provided in this Agreement, nothing in this Agreement shall be deemed to require Purchaser each of Parent, Sub and the Company will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on such party with respect to the Merger and will promptly cooperate with and furnish information to any other party hereto in connection with any such requirements imposed upon such other party in connection with the Merger. Each party will take all reasonable actions to obtain (and will cooperate with the other parties in obtaining) any consent, authorization, order or approval of or any subsidiary registration, declaration or affiliate thereof filing with, or an exemption by, any Governmental Authority required to be obtained or made by such party or its subsidiaries in connection with the Merger or the taking of any action contemplated thereby or by this Agreement; provided, however, that no party shall be required to agree to any divestiture by itself Parent or the Company or any of its Parent's subsidiaries or affiliates of shares of capital stock or of any business, assets Assets or property, Property of Parent or its subsidiaries or affiliates or of the Company or its affiliates or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, (iib) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iiic) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (ve) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Buyer and its board of Purchaser directors and the Company and its respective Board of Directors Sellers shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger Acquisition and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and the Company Buyer or any subsidiary or affiliate thereof Sellers to agree to any divestiture by itself or any of its affiliates of shares of capital stock stock, membership interests or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties properties, stock and stockmembership interests.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth of this Agreement and applicable law, in this Agreementconnection with an Exchange, each of the parties hereto Eligible Holder exercising its Exchange Right and Silver King shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effectiveeffective such Exchange as soon as reasonably practicable following the receipt or delivery by Silver King of an Exchange Notice, including such actions or things as Silver King or such Eligible Holder may reasonably request in order to cause the most expeditious manner practicableconsummation of an Exchange following the receipt or delivery by Silver King of an Exchange Notice. Without limiting the generality of the foregoing, the Merger such Eligible Holder and the other transactions contemplated by this AgreementSilver King shall (and shall cause their respective subsidiaries, including, without limitation, using and use their reasonable efforts to accomplish the following: cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the taking of obtaining all reasonable actions necessary Governmental Consents and Contract Consents, and giving all necessary Contract Notices to cause the conditions precedent set forth in this Agreement to be satisfiedand making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (ii) the obtaining of all necessary actions lifting any permanent or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation preliminary injunction or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In in connection with and without limiting the foregoingan Exchange; (iii) providing all such information about such party, each of Purchaser and the Company its subsidiaries and its respective Board of Directors shallofficers, if any state takeover statute directors, partners and affiliates and making all applications and filings as may be necessary or similar statute or regulation is or becomes applicable to the Merger, this Agreement or reasonably requested in connection with any of the transactions contemplated by this Agreementforegoing; and (iv) in general, use all commercially reasonable efforts to ensure that the Merger consummating and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and making effective the transactions contemplated hereby. Notwithstanding anything ; provided, however, that, other than in connection with the performance of its obligations with respect to the contrary consummation of a Restructuring Transaction as provided in Section 7.5(b), in order to obtain any such Consent, or the lifting of any injunction or order referred to in clauses (i) and (ii) of this Agreementsentence, nothing in this Agreement neither such Eligible Holder nor Silver King shall be deemed required to require Purchaser and (x) pay any consideration, to divest itself of any of, or otherwise rearrange the Company composition of, its assets or any subsidiary or affiliate thereof to agree to any divestiture by itself conditions or any requirements which could reasonably be expected to be materially adverse or burdensome to its respective businesses, assets, financial condition or results of its affiliates of shares of capital stock or of any business, assets or propertyoperations, or the imposition of (y) amend, or agree to amend, in any material limitation respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with an Exchange, each of Silver King and the applicable Eligible Holder shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. (a) Upon and subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement, including, without limitation, including using reasonable efforts to accomplish take the followingfollowing actions: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Offer Conditions to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation an action or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholders Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate consum mate the transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Stockholders Agreement. In connection with and without limiting the foregoing, each of Purchaser but subject to the terms and conditions hereof, 38 the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement, the Stockholders Agreement or any of the other transactions contemplated by this Agreement or the Stockholders Agreement, use all commercially reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement or the Stockholders Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement and the Stockholders Agreement and the other transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in by this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockStockholders Agreement.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including such actions or things as either party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article V to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective subsidiaries, and use their reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the SEC of the Proxy Statement and any necessary amendments of or supplements thereto; (ii) seeking to have the Proxy Statement cleared by the SEC as soon as reasonably practicable after filing with the SEC; (iii) obtaining all necessary Governmental Consents and Contract Consents, and giving all necessary Contract Notices to and making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (iv) filing all applicable Pre-Merger Notification and Report Forms required under the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any HSR Act as a result of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure Agreement and promptly complying with any requests for additional information and documentary material that the Merger and the other transactions contemplated by this Agreement may be consummated requested pursuant to the HSR Act; (v) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "Injunction") of any type referred to in Section 5.1; (vi) providing all such information about such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as promptly as practicable on may be necessary or reasonably requested in connection with any of the terms contemplated by this Agreement foregoing; and otherwise to minimize the effect of such statute or regulation on the Merger(vii) in general, this Agreement consummating and making effective the transactions contemplated hereby. Notwithstanding anything ; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification or other permission or action or the contrary lifting of any Injunction referred to in clauses (iii) and (v) of this Agreementsentence, nothing in this Agreement no party shall be deemed required to require Purchaser and (x) pay any consideration, to divest itself of any of, or otherwise rearrange the Company composition of, its assets or any subsidiary or affiliate thereof to agree to any divestiture by itself conditions or any of its affiliates of shares of capital stock requirements which are materially adverse or of any business, assets burdensome or property(y) amend, or the imposition of agree to amend, in any material limitation respect any Contract. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement, each of Silver and Silver Co. shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon Subject to the terms and subject to conditions of this Agreement and applicable law and, in the conditions set forth case of the Company, except as otherwise required by the fiduciary duties of the Company Board (as determined in this Agreementgood faith by the Company Board following the receipt of advice of outside legal counsel thereon), each of the parties hereto shall will use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article VII to be consummated fully satisfied. Without limiting the generality of the foregoing, the parties will, and will cause their respective directors, officers and Subsidiaries, and use commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "Injunction") of any type referred to in Section 7.1(c); (iii) subject to the last sentence of Section 3.2(a), taking such actions as promptly as practicable on may reasonably be required under applicable state securities or blue sky laws in connection with the terms contemplated issuance of the Parent Series A Stock to be covered by this Agreement the Registration Statement; and otherwise to minimize the effect of such statute or regulation on the Merger(iv) in general, this Agreement consummating and making effective the transactions contemplated hereby. Notwithstanding anything ; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the contrary lifting of any Injunction referred to in clause (i) or (ii) of this Agreementsentence, nothing in this Agreement shall no party will be deemed required to require Purchaser and pay any consideration (other than filing fees for any Governmental Filings), to divest itself of any of, or otherwise rearrange the Company composition of, its assets or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses foregoing or to own any conditions or exercise control of requirements which are materially adverse to its interests or materially burdensome. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party will provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such assets, properties and stockdrafts.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedincluding all Necessary Consents, and (viv) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors Managers shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary foregoing, or any other covenant herein contained, in this Agreementconnection with the receipt of any necessary approvals under the HSR Act or any comparable laws of foreign jurisdictions, nothing in this Agreement neither Parent nor the Company shall be deemed required to require Purchaser and divest or hold separate or otherwise take or commit to take any action that limits Parent’s or the Company’s freedom of action with respect to, or their ability to retain, the Company or any subsidiary or affiliate portions thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any businessthe businesses, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assetsproduct lines, properties and stockor assets of the Company or Parent.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this AgreementRegulatory Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company Occam and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, the Company and Parent shall (and the Company shall cause its Subsidiaries to) each of the parties hereto shall use its commercially their reasonable best efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties hereto in doing, doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, ; (ii) the obtaining of all necessary actions or nonactionsobtain from any Governmental Entities any actions, non-actions, clearances, waivers, consents, approvals, permits or orders required to be obtained by the Company or Parent or any of its Subsidiaries in connection with the authorization, execution, delivery and authorizations from Governmental Authorityperformance of this Agreement and the consummation of the transactions contemplated hereby; (iii) make all registrations, filings, notifications or submissions which are necessary or advisable, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) any applicable federal or state securities Laws, (B) the Israeli Anti-Trust Law and any other applicable antitrust laws, (C) the Law for the Encouragement of Capital Investment, 5719-1959, and the regulations and approvals promulgated thereunder, (D) the Encouragement of Industrial Research and Development Law, 5744-1984, and the regulations and grant approvals promulgated thereunder by the OCS and (E) any other applicable Law; provided, however, that the Company and Parent will cooperate with each other in connection with the making of all necessary registrationssuch filings, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking providing copies of all reasonable steps such filings and attachments to outside counsel for the non-filing party and including the timing of the initial filings, which will be made as may promptly as practicable after the date of this Agreement; (iv) furnish all information required for any application or other filing to be necessary made pursuant to avoid any suitapplicable Law in connection with the transactions contemplated by this Agreement; (v) keep the other party informed in all material respects of any material communication received by such party from, claimor given by such party to, action, investigation any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case relating to the transactions contemplated by this Agreement; (vi) permit the other parties to review any material written communication delivered to any Governmental Authority, Entity relating to the transactions contemplated by this Agreement or in connection with any proceeding by a private party relating thereto; (iiivii) the obtaining of obtain all necessary consents, approvals or waivers from third parties which may parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or desirable as a result concede anything of value to obtain such consents; (viii) avoid the entry of, or in connection withhave vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the consummation of the transactions contemplated by this Agreementhereby, (iv) the including defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vix) the execution or delivery of execute and deliver any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries. No parties to this Agreement shall consent to any voluntary delay of the consummation of the transactions contemplated hereby at the behest of any Governmental Entity without limiting the foregoingconsent of the other parties to this Agreement, each of Purchaser and the which consent shall not be unreasonably withheld. The Company and its respective Board of Directors shall, if any shall (1) use their reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the MergerOffer, this Agreement the Merger or any of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, use all commercially their reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing the Offer, the Merger and the other transactions contemplated by this Agreement. Parent consents to the delivery by the Company to the OCS of Parent’s executed undertaking in the form attached as Exhibit C to this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture if required by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockapplicable Law.

Reasonable Efforts. Upon (a) Subject to the terms and conditions of this Agreement (including Section 7.4 hereof) and applicable law, and (with respect to Parent) subject to the conditions set forth in this Agreementlast proviso of the following sentence, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (ivand each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (A) the defending preparation and filing with the Commission of the Registration Statement, the preliminary proxy statement referred to in Section 3.2, the Proxy Statement and any suitsnecessary amendments or supplements to any of the foregoing; (B) seeking to have such Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (C) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Stock Consideration; (D) using commercially reasonable efforts to obtain all required consents, claimsapprovals, actionswaivers, investigations licenses, permits, authorizations, registrations, qualifications, or proceedingsother permission or action by, whether judicial and to give all required notices to and to make all required filings with and applications and submissions to, any Governmental Entity or administrativeother Person, challenging this Agreement or in each case required in order to cause any of the consummation of conditions to each other party's obligation to consummate the Merger and the transactions contemplated hereby, including, without limitation, seeking hereby to have be fully satisfied; (E) filing all pre- merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any stay requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (F) using commercially reasonable efforts (which in the case of Parent do not require the commencement of litigation) to cause the lifting of any permanent or temporary preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Entity vacated (an "Injunction") of any type referred to in Section 8.2(d), 8.3(d) or reversed8.4(d); (G) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any of the foregoing; and (vH) the execution or delivery of any additional certificatesin general, instruments and other documents necessary using commercially reasonable efforts to consummate and make effective the transactions contemplated byhereby; provided, however, that in making any such filing and in order to fully carry out obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the purposes oflifting of any Injunction referred to in this sentence, this Agreement. In connection with (x) neither the Company, nor Liberty Media, nor Parent, nor any of their respective Affiliates shall be required to (and without limiting the foregoingprior written consent of Liberty Media and Parent, each of Purchaser and the Company and its respective Board Affiliates shall not): (i) pay any consideration; (ii) surrender, modify or amend in any substantive respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of Directors shallits assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Entity or other Person that are materially adverse or burdensome; (y) Parent shall not be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in Section 8.3(e); and (z) Liberty Media and the Company recognize that Parent may allocate resources in whatever manner it reasonably deems appropriate; and provided, further, that Parent and its Subsidiaries shall not be required to take any state takeover statute such action, or similar statute any other action pursuant to this Section 3.4, except to the extent that such action is required by statute, rule or regulation is to be taken by or becomes applicable in the name of Parent or such Subsidiary (as opposed to by or in the Merger, this Agreement name of Liberty Media or any of the Company or a Subsidiary thereof) in connection with the transactions contemplated by this AgreementAgreement and, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect in such event, Parent (or such Subsidiary of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement Parent) shall be deemed required only to require Purchaser make filings and the Company statements of fact and shall not under any circumstances be required to commit or be committed to take or refrain from taking any subsidiary action or affiliate thereof to agree be subject to any divestiture by itself restriction that relates to any business, asset, liability, operation or employee of Parent or any of its affiliates of shares of capital stock Subsidiaries. Prior to making any application to or of filing with any businessGovernmental Entity or other Person in connection with this Agreement, assets or property, or each party shall provide the imposition of any material limitation other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be takentaken (including through its officers and directors and other appropriate personnel), all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, the Lease and the Management Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from the Governmental Authority, Authorities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with the Governmental Authorities, if any), ) and the taking of all reasonable steps as may be necessary to obtain "Licenses" (as hereinafter defined) or waivers from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityAuthority (including in respect of any pari-mutuel or gaming laws), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations or proceedingsProceeding, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, (iv) IWRA's introduction and facilitation of discussions between HBR and any third parties reasonably requested by HBR, including, without limitation, the Iowa Greyhound Association and all other Persons involved in the dog racing activities conducted at the Property, and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting Notwithstanding the foregoing, each of Purchaser and the Company parties acknowledge that HBR and its respective Board "Affiliates" (as defined below) are not obligated by any provision of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement to obtain any consent, approval, license, waiver, order, decree, determination of suitability or other authorization with respect to any limited partner of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect any Affiliate of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyHBR. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement Nothing herein shall be deemed to require Purchaser and the Company HBR or any subsidiary or affiliate thereof to agree to any divestiture by itself IWRA or any of its affiliates their respective Affiliates to take any steps (including without limitation the expenditure of shares funds) or provide any information to obtain any consent, approval, license, waiver, order, decree, determination of capital stock suitability or other authorization, other than is customary in the State of Iowa for such matters or are reasonably required to carry out the intent of this Agreement. As used in this section, an "AFFILIATE" of any businessPerson means another Person that, assets directly or propertyindirectly, through one or more intermediaries, controls, is controlled by, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise is under common control of with, such assets, properties and stockfirst Person.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from any applicable Governmental Authority, Authority and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Authority, (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the obtaining of all necessary consents, approvals and waivers from shareholders, if any, required to approve the transaction contemplated hereby; (d) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, and (ve) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated byby this Agreement; provided, however, that notwithstanding any provision hereof to the contrary, none of the parties shall have any obligation to dispose of any assets, terminate any lines of business or pay any fee to any third party for the purpose of obtaining a consent (other than customary filing fee of Governmental Authorities) or any costs and expenses of any third party resulting from the process of obtaining such consent. In this regard, each party (a) shall make an appropriate filing pursuant to the HSR Act and as required by the Competition Act with respect to the transaction contemplated hereby within ten (10) business days following the execution of this Agreement, (b) shall cooperate and coordinate such filing with the other parties. In addition, Sellers shall (x) identify to Buyers the key employees of the Sold Business, (y) cooperate and assist Buyers in entering into employment agreements covering employment with Sold Business after Closing, with such key employees on terms satisfactory to Buyers, and to fully carry out the purposes of, this Agreement. In connection (z) assist and cooperate with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any Buyers in arranging meetings with key customers of the transactions Sold Business regarding the transaction contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject (a) Prior to the conditions set forth in this AgreementTermination Date, each of the parties hereto Principal Shareholder shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement and this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations any necessary filings under the HSR Act relating to the acquisition of the Company or relating to the acquisition of Parent Common Stock in the Merger and all other necessary filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or this Agreement or the consummation of any of the transactions contemplated herebyby the Merger Agreement and this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, the Merger Agreement and this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Articles VII and VIII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement to the contrary, neither Parent nor any of its affiliates shall be deemed under any obligation to require Purchaser and make proposals, execute or carry out agreements or submit to orders providing for the Company sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any subsidiary assets or affiliate thereof to agree to any divestiture by itself categories of assets of Parent or any of its affiliates of shares of capital stock or of imposing or seeking to impose any business, assets or property, or the imposition of any material limitation on the ability of Parent or any of them its subsidiaries or affiliates to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to the Offer and to the Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting , but the foregoingParent will not be required to agree to, each or proffer to, (i) divest or hold separate any of Purchaser and the Company and its respective Board of Directors shallParent's, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Company's or any of their respective Subsidiaries' or affiliates' businesses or assets or (ii) cease to conduct business or operations in any jurisdiction in which the transactions contemplated by this AgreementParent, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary of their respective Subsidiaries conducts business or affiliate thereof to agree to any divestiture by itself or any operations as of its affiliates the date of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockthis Agreement.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations declarations, and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions (a) Except as otherwise set forth in this Agreement, each of prior to the parties hereto Closing, Parent, Merger Sub and the Company shall use its their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under any applicable Laws or this Agreement to consummate and make effective, in effective the most expeditious manner practicable, Transactions as promptly as reasonably practicable following the Merger and the other transactions contemplated by execution of this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of the other parties’ conditions to consummating the Transactions, (iii) taking of all reasonable actions necessary to cause the conditions precedent set forth obtain (and to cooperate with each other in this Agreement to be satisfiedobtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (ii) the obtaining of which actions shall include furnishing and filing all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authoritiesinformation required, if any), under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries in connection with the Transactions or the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation action contemplated by the Transactions or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting the foregoingAdditionally, each of Purchaser Parent and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, shall use all commercially reasonable efforts to ensure that fulfill all conditions precedent to the Merger and shall not take any action after the other transactions contemplated by date of this Agreement may that reasonably would be consummated as promptly as practicable on expected to materially delay the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or propertyobtaining of, or the imposition of result in not obtaining, any material limitation on the ability of permission, approval or consent from any of them Governmental Entity necessary to conduct their businesses or be obtained prior to own or exercise control of such assets, properties and stockClosing.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto Company and Parent shall use its commercially their reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under Applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, including (ivi) the defending of preparing and filing as promptly as practicable with any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court governmental authority or other Governmental Entity vacated or reversedthird party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (vii) the execution or delivery of any additional certificatesobtaining and maintaining all approvals, instruments consents, registrations, permits, authorizations and other documents necessary confirmations required to be obtained from any governmental authority or other third party, including through communications with customers of the Company, in each case which are necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement. Each of the Company and Parent shall not take or omit to take any actions that would reasonably be likely to result in the failure or material delay of clause (ii) above or any of the conditions described in paragraphs (a), (b), (c) or (d) of Annex I. The Company and Parent shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. The Company and Parent shall use all commercially their respective reasonable efforts to ensure that furnish to each other all information required for any application or other filing to be made pursuant to the Merger rules and regulations of any Applicable Law in connection with the other transactions contemplated by this Agreement may be consummated Agreement. In furtherance and not in limitation of the foregoing, Parent shall make appropriate filings pursuant to Applicable Competition Laws with respect to the transactions contemplated hereby as promptly as practicable on (and with respect to any applicable pre-merger notification requirements in Germany, within 5 Business Days of the terms contemplated by this Agreement and otherwise to minimize the effect date of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing and with respect to any applicable pre-merger notification requirements in China and Taiwan, within 10 Business Days of the date of this Agreement Agreement) and shall supply as promptly as practicable any additional information and documentary material that may be deemed requested pursuant to require Purchaser such Applicable Competition Laws and use reasonable efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under those Applicable Competition Laws as soon as practicable, and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any shall cooperate with all reasonable requests of its affiliates Parent in connection with such filings, supply of shares of capital stock or of any businessinformation and materials, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockother actions.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth of this Agreement and applicable law, in this Agreementconnection with an Exchange, each of the parties hereto holder exercising an Exchange and HSN shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effectiveeffective such Exchange as soon as reasonably practicable following the receipt or delivery by HSN of an Exchange Notice, including such actions or things as HSN or such holder may reasonably request in order to cause the most expeditious manner practicableconsummation of an Exchange following the receipt or delivery by HSN of an Exchange Notice. Without limiting the generality of the foregoing, the Merger such holder and the other transactions contemplated by this AgreementHSN shall (and shall cause their respective subsidiaries, including, without limitation, using and use their reasonable efforts to accomplish the following: cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the taking of obtaining all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfiedGovernmental Consents and Contract Consents, and giving all necessary Contract Notices to, and making all necessary Governmental Filings and other necessary filings with and applications and submissions to, any Governmental Entity or other person or entity; (ii) the obtaining of all necessary actions lifting any permanent or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation preliminary injunction or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order or other similar order issued or entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In in connection with and without limiting the foregoingan Exchange; (iii) providing all such information about such party, each of Purchaser and the Company its subsidiaries and its respective Board of Directors shallofficers, if any state takeover statute directors, partners and affiliates and making all applications and filings as may be necessary or similar statute or regulation is or becomes applicable to the Merger, this Agreement or reasonably requested in connection with any of the transactions contemplated by this Agreementforegoing; and (iv) in general, use all commercially reasonable efforts to ensure that the Merger consummating and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and making effective the transactions contemplated hereby. Notwithstanding anything ; provided, however, that, in order to obtain any such Consent, or the contrary lifting of any injunction or order referred to in clauses (i) and (ii) of this Agreementsentence, nothing in this Agreement neither such holder nor HSN shall be deemed required to require Purchaser and (x) pay any consideration, to divest itself of any of, or otherwise rearrange the Company composition of, its assets or any subsidiary or affiliate thereof to agree to any divestiture by itself conditions or any requirements which could reasonably be expected to be materially adverse or burdensome to its respective businesses, assets, financial condition or results of its affiliates of shares of capital stock or of any business, assets or propertyoperations, or the imposition of (y) amend, or agree to amend, in any material limitation respect any Contract. Prior to making any application to, or filing with any Governmental Entity or other person or entity in connection with an Exchange, each of HSN and the applicable holder shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actionsCompany and Parent shall, and to doshall cause their respective controlled affiliates to, or cause to be done, cooperate in good faith with all Governmental Entities and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using use their reasonable efforts to accomplish the following: (iA) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement expiration of the notice periods under the HSR Act and any other Laws with respect to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders Merger 1 and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by hereby as promptly as is reasonably practicable after the execution of this Agreement, (ivB) the defending of resolve such objections, if any, as may be asserted by any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of Governmental Entity with respect to Merger 1 and the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (vC) the execution or delivery of undertake any additional certificates, instruments and other documents necessary reasonable actions required to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the lawfully complete Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement 1 and the transactions contemplated hereby. Notwithstanding anything Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the contrary in this Agreementforegoing, nothing in this Agreement provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be deemed required to require Purchaser and take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or any subsidiary otherwise), business, assets, liabilities or affiliate thereof to agree to any divestiture by itself results of operations of either Parent (or any of its affiliates Subsidiaries), the Company (or any of shares of capital stock or of any business, assets or property, its Subsidiaries) or the imposition of Intermediate Surviving Corporation, taken individually or in the aggregate, (any material limitation such action, a “Burdensome Condition”) or (y) is not conditioned on the ability consummation of Merger 1. Notwithstanding anything in this Agreement to the contrary, neither the Company nor Parent shall be required to contest through litigation any of them to conduct their businesses objection, action or to own or exercise control of such assets, properties and stockproceeding by any Governmental Entity.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, qualifications, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents (provided, that the parties which may be required will discuss in good faith procedures to pursue third party consents, if any, with respect to the Merger (it being understood that failure to obtain any one or desirable as more such consents, in and of itself, shall not constitute a result of, failure by the Company to comply with any of its covenants herein or in connection with, the transactions contemplated by this Agreement, a failure of a condition to Closing hereunder)); (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, administrative (including actions by a private party) challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking ; (v) the taking of all reasonable actions necessary to have vacated, lifted, reversed or overturned any stay or temporary restraining order entered by any court order, decree, ruling, judgment, injunction or other Governmental Entity vacated action (whether temporary, preliminary or reversedpermanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and (vvi) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable necessary to consummate and make effective, in the most expeditious manner practicable, the Merger Acquisition and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this AgreementRequired Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company its board of directors and Seller and its respective Board board of Directors managers shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerAcquisition, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that enable the Merger Acquisition and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof Seller to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stockstock in order to meet Legal Requirements.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedincluding all Necessary Consents, and (viv) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary foregoing, or any other covenant herein contained, in this Agreementconnection with the receipt of any necessary approvals, nothing in this Agreement neither Parent nor the Company shall be deemed required to require Purchaser and divest or hold separate or otherwise take or commit to take any action that limits Parent’s or the Company’s freedom of action with respect to, or their ability to retain, the Company or any subsidiary or affiliate portions thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any businessthe businesses, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assetsproduct lines, properties and stockor assets of the Company or Parent.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Sections 7, 8 and 9 to be satisfied, ; (ii) the obtaining of or making all necessary actions or nonactions, waivers, consents, approvals, orders and or authorizations from Governmental Authorityof, and the making of all necessary or registrations, declarations and filings (including registrations, declarations and or filings with any Governmental Authorities, if any), Authority and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding Action by any Governmental Authority, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of(provided, or that the parties will discuss in connection with, good faith procedures to pursue third party consents with respect to the transactions contemplated by this Agreement, Merger); (iv) the defending of to lift any suitsrestraint, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court injunction or other Governmental Entity vacated or reversed, legal bar to the Merger and (v) the execution executing or delivery delivering of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementhereby, use all commercially reasonable efforts to ensure that consummate the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize minimize, to the extent reasonably possible, the effect of any such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and subject to conditions of this Agreement and applicable law and, in the conditions set forth case of the Company, except as otherwise required by the fiduciary duties of the Company Board (as determined in this Agreementgood faith by the Company Board following the receipt of advice of the Company's outside legal counsel thereon), each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article VII to be consummated fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective directors, officers and subsidiaries, and use their reasonable best efforts to cause their respective affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an "Injunction") of any type referred to in Section 7.1(c); (iii) subject to the last sentence of Section 3.2(a), taking such actions as promptly as practicable on may reasonably be required under applicable state securities or blue sky laws in connection with the terms contemplated issuance of the LMG Series A Stock to be covered by this Agreement the Registration Statement; (iv) obtaining the tax opinions referred to in Sections 7.2(d) and otherwise to minimize the effect of such statute or regulation on the Merger7.3(d); and (v) in general, this Agreement consummating and making effective the transactions contemplated hereby. Notwithstanding anything ; provided, however, that in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the contrary lifting of any Injunction referred to in clause (i) or (ii) of this Agreementsentence, nothing in this Agreement no party shall be deemed required to require Purchaser and pay any consideration, to divest itself of any of, or otherwise rearrange the Company composition of, its assets or any subsidiary or affiliate thereof to agree to any divestiture by itself conditions or any of its affiliates of shares of capital stock requirements which, individually or of any businessin the aggregate, assets or property, or the imposition of any material limitation would have a Material Adverse Effect on the ability of Company or TCI. Prior to making any of them application to conduct their businesses or filing with any Governmental Entity or other Person in connection with this Agreement, each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to own or exercise control of comment on such assets, properties and stockdrafts.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, Seller and each of the parties hereto Purchaser shall use its commercially reasonable best efforts to (a) take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Law or otherwise to promptly consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this Agreement, (ivb) obtain all authorizations, consents, orders and approvals of, and give all notices to and make all filings with, all Governmental Entities and other Persons that may be or become necessary for the defending performance of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging its obligations under this Agreement or and the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts (c) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to ensure that this Agreement to consummate the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on and (d) fulfill all conditions to such party’s obligations under this Agreement. Subject to the terms contemplated by this Agreement and otherwise to minimize the effect conditions of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing Seller and each Purchaser shall cooperate fully with each other in this Agreement promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Notwithstanding the foregoing, the Seller shall not be deemed required to require Purchaser and make any payment to a third party in order to obtain any such authorization, consent, order or approval as may be required to be filed or secured, as applicable, solely by reason of Purchasers' (as opposed to Seller's) participation in the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockTransactions.

Reasonable Efforts. Upon the terms and subject (a) Subject to the conditions set forth other provisions of this Agreement (including any other level of efforts specified in the other Sections of this AgreementAgreement with respect to the matters contemplated by such other Sections, including Section 7.12), each of Parent and the parties hereto Company shall, and shall cause their respective Subsidiaries to, use its commercially their reasonable best efforts (i) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and make effective(ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in the most expeditious manner practicable, connection with the Merger and the other transactions contemplated by this Agreement. Subject to the other provisions of this Agreement (including any other level of efforts specified in the other Sections of this Agreement with respect to the matters contemplated by such other Sections, includingincluding Section 7.12), without limitation, using the parties hereto shall cooperate with each other and use reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of promptly prepare and file all necessary actions or nonactionsdocumentation, waiversto effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, orders approvals and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties and Governmental Entities which may be required are necessary or desirable as a result of, or in connection with, advisable to consummate the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out comply with the purposes ofterms and conditions of all such permits, this Agreementconsents, approvals and authorizations of all such third parties and Governmental Entities. In connection with furtherance and without limiting not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of Purchaser a Notification and Report Form pursuant to the HSR Act as promptly as practicable after the date hereof (and, in any event, within fifteen (15) Business Days following the date hereof). Parent and the Company shall keep the other party reasonably informed and its respective Board of Directors shall, if promptly advise each other upon receiving any state takeover statute communication from any Governmental Entity whose consent or similar statute or regulation approval is or becomes applicable to the Merger, this Agreement or any required for consummation of the transactions contemplated by this Agreement, use all commercially Agreement which causes such party to believe that there is a reasonable efforts to ensure likelihood that any Requisite Regulatory Approval will not be obtained or that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or receipt of any business, assets such approval will be materially delayed or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockconditioned.

Reasonable Efforts. Upon Each party to this Agreement agrees that it will not voluntarily undertake any course of action inconsistent with the terms provisions of this Agreement and subject to the conditions set forth in this Agreement, each of the parties hereto shall will use its commercially reasonable best efforts Reasonable Efforts to take, or cause to be taken, all actions, action and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper proper, or advisable under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth cooperation in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, determining whether any consents, approvals, orders and authorizations from orders, authorizations, waivers, declarations, filings, registrations or other obligations of, with or to any Governmental AuthorityEntity or third Person are required in connection with the consummation of the transactions contemplated hereby; (ii) Reasonable Efforts to obtain any such consents, approvals, orders, authorizations, and the making of all necessary registrationswaivers and to effect any such obligations, declarations and filings (including registrationsdeclarations, declarations and filings with Governmental Authorities, if any)filings, and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, registrations; (iii) Reasonable Efforts to cause to be lifted or rescinded any judgment, decree, injunction or restraining order or other order restricting, preventing, prohibiting or otherwise adversely affecting the obtaining ability of all necessary consents, approvals or waivers from third the parties which may be required or desirable as a result of, or in connection with, to consummate the transactions contemplated by this Agreement, hereby; (iv) the defending of any suitsReasonable Efforts to defend, claimsand cooperation in defending, actions, investigations all lawsuits or proceedings, whether judicial or administrative, other legal Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting Additionally, if, after the foregoingClosing Date, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself either Seller (or any of its affiliates of shares of capital stock Affiliates) or of any business, assets Buyer (or property, or the imposition of any material limitation on the ability of any of them its Affiliates, including any of the Companies) receives any payment or other benefit from a third Person that is owed to conduct their businesses the other party under this Agreement, including but not limited to, any amounts included in the Retained Accounts Receivable, Seller or Buyer, as applicable, will promptly pay that amount or benefit over to own or exercise control of such assets, properties and stockthe party to which it is owed.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement Sections 7, 8 and 9 to be satisfied, ; (ii) the obtaining of or making all necessary actions or nonactions, waivers, consents, approvals, orders and or authorizations from Governmental Authorityof, and the making of all necessary or registrations, declarations and filings (including registrations, declarations and or filings with any Governmental Authorities, if any), Authority and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding Action by any Governmental Authority, including responding promptly to inquiries from applicable Governmental Authorities in connection with such filings, including providing any supplemental information that may be requested by such Governmental Authority; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of(provided, or that the parties will discuss in connection with, good faith procedures to pursue third party consents with respect to the transactions contemplated by this Agreement, Merger); (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and ; (v) the execution executing or delivery delivering of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; and (vi) if requested by Parent, obtaining a payoff letter, duly executed by ZTE (H.K.) Limited (“ZTE”), providing for the termination of the Company’s loan from ZTE and the release of all liens associated therewith upon the payment of the amounts specified therein at the Closing. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementhereby, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of any such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate obtain the adoption of this Agreement and make effectivethe approval of each of the Governance Amendments by the stockholders of the Company as contemplated by Sections 4.1(a), in the most expeditious manner practicable4.1(b) and 4.2(a) hereof and to consummate, as soon as practicable following such approval, the Merger and the other transactions contemplated by this Agreement and the Distribution Agreement, including, without limitation, using reasonable efforts but not limited to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act), (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement, the Distribution Agreement or the consummation of the transactions contemplated herebyhereby or thereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable respect to the Merger, this Agreement or the Distribution Agreement vacated or reversed, (d) the execution and delivery of any of additional instruments necessary to consummate the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything Distribution Agreement and (e) causing all conditions to the contrary parties' obligations to consummate (i) the Merger set forth in this AgreementArticle 4 hereof and (ii) the Distribution set forth in Section 2.1(b) of the Distribution Agreement to be satisfied. The Company and UNITRIN, nothing in this Agreement upon the other's request, shall be deemed provide all such information reasonably necessary to require Purchaser accomplish the foregoing concerning the party's business and affairs to the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockother party.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties hereto shall use its commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicableas expeditiously as reasonably possible, the Merger and the other transactions contemplated by this Agreement, including, without limitation, Agreement and the other agreements contemplated hereby including using reasonable efforts to accomplish the following: (ia) the taking of all such reasonable actions acts as are necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, ; (iib) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), ) and the taking of all such reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, ; (iiic) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (ivd) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or any of the agreements contemplated hereby or the consummation of the transactions contemplated herebyhereby or thereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Authority vacated or reversed, ; and (ve) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions agreements contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, including without limitation Section 6.5 hereto, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other transactions contemplated by this AgreementTransactions, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking preparation and filing with the SEC of all reasonable actions the Offer Documents, the Schedule 14D-9, the information required to be distributed to the shareholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to cause the conditions precedent set forth in this Agreement enable Parent's designees to be satisfiedelected to the Company Board or Directors pursuant to Section 2.3 hereof, the preliminary Proxy Statement and the Proxy Statement and all necessary amendments or supplements thereto; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from any Governmental Authority, Body and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with any Governmental AuthoritiesBody, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityBody, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyTransactions, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity Body vacated or reversed, and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. In connection with and without limiting Notwithstanding the foregoing, each or any other covenant herein contained, in connection with the receipt of Purchaser and any necessary approvals under the HSR Act, neither the Company and nor any of its respective Board Subsidiaries shall be entitled to divest or hold separate or otherwise take or commit to take any action that limits Parent's or Purchaser's freedom of Directors shallaction with respect to, if or their ability to retain, the Company or any state takeover statute of its Subsidiaries or similar statute or regulation is or becomes applicable to the Merger, this Agreement any material portions thereof or any of the transactions contemplated by this Agreementbusinesses, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect product lines, properties or assets of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any businessSubsidiaries, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockwithout Parent's prior written consent.

Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties hereto shall act in good faith and use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this AgreementAgreement as soon as practicable, (iv) including such actions or things as any other party may reasonably request in order to cause any of 32 the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking conditions to have any stay or temporary restraining order entered by any court or such other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary party's obligation to consummate the transactions contemplated by, and by this Agreement to be fully carry out the purposes of, this Agreementsatisfied. In connection with and without Without limiting the foregoing, each of Purchaser the parties shall (and the Company shall cause their respective subsidiaries, and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (a) the Merger preparation and filing with the SEC of the Joint Proxy Statement/Prospectus, and any necessary amendments or supplements thereto; (b) seeking to have the Joint Proxy Statement/Prospectus cleared by the SEC as soon as reasonably practicable after filing; (c) obtaining all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other transactions contemplated by this Agreement permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (collectively, "Governmental Entity"), or other person or entity as soon as reasonably practicable after filing; (d) seeking early termination of any waiting period under the HSR Act; (e) providing all such information concerning such party, its subsidiaries and its officers, directors, partners and affiliates and making all applications and filings as may be consummated as promptly as practicable on necessary or reasonably requested in connection with any of the terms contemplated by this Agreement foregoing; (f) in general, consummating and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and making effective the transactions contemplated hereby. Notwithstanding anything ; and (g) in the event and to the contrary in extent required, amending this Agreement so that this Agreement, nothing the KNOGO Merger and the VIDEO Merger comply with the DGCL and the Minnesota Act. Prior to making any application to or filing with any Governmental Entity or other person or entity in connection with this Agreement (other than filing under the HSR Act), each party shall be deemed provide the other party with drafts thereof and afford the other party a reasonable opportunity to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation comment on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 4.3, the Board of Directors of the Company approves or recommends a superior proposal, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the followingbut not limited 28 33 to: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act, state takeover statutes and Gaming Laws), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. In connection with and without limiting the foregoing(b) The Company shall use all reasonable efforts not to take any action that, each in any such case, might reasonably be expected to (i) cause any of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute representations or similar statute or regulation is or becomes applicable to the Merger, warranties contained in this Agreement or that is qualified as to materiality to be untrue, (ii) cause any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by its representations or warranties contained in this Agreement may that is not so qualified to be consummated as promptly as practicable on the terms contemplated untrue in any material respect, (iii) result in a breach of any covenant made by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary it in this Agreement, nothing (iv) result directly or indirectly in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock the conditions to the Merger set forth in Article VI not being satisfied or of any business, assets or property, or the imposition of any material limitation on (v) impair the ability of any the parties to consummate the Merger at the earliest practicable time (regardless of them to conduct their businesses whether such action would otherwise be permitted or to own or exercise control of such assets, properties and stock.not prohibited hereunder). Section 5.10

Reasonable Efforts. (1) Upon and subject to the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using reasonable efforts to accomplish take the followingfollowing actions: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Offer Conditions to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation an action or proceeding by any Governmental AuthorityEntity including, but not limited to, all filings under the HSR Act which are required in connection with the transactions contemplated by this Agreement. Each party shall cooperate with the other party in connection with the other party's filings under the HSR Act including taking all reasonable actions to cause early termination of all applicable waiting periods, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser but subject to the terms and conditions hereof, the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement and the other transactions contemplated hereby. Notwithstanding anything to the contrary in by this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its their commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: including (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity, including all filings required by the HSR Act (the initial filing required by the HSR Act to be filed promptly within the meaning of the HSR Act) and any applicable antitrust, competition or similar laws of any foreign jurisdiction, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In Subject to Applicable Laws relating to the exchange of information and in addition to Section 5.4(b), Biogen and IDEC shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Biogen and its Subsidiaries or IDEC and its Subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including, but not limited to the provisions of Article VI, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Stock Purchase and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Buyer and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerStock Purchase, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger Stock Purchase and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and Buyer or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreementherein, during the Pre-Closing Period, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement SECTION 8, SECTION 9 and SECTION 10 to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding Action by any Governmental Authority, ; (iii) the obtaining of obtain all necessary consents, approvals Consents or waivers from third parties, including all applicable Consents under the Contracts (provided that, the parties which may will discuss in good faith procedures to pursue third party Consents with respect to the Merger, it being understood that the Company shall not make, or offer to make, or be required to make, any payment or desirable as a result of, or other commitment in connection withwith obtaining any such Consent without the prior written consent of Parent, the transactions contemplated by this Agreementwhich consent shall not be unreasonably withheld, conditioned or delayed); (iv) the defending of defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution execute or delivery of deliver any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, including obtaining executed Joinder Agreements from each Company Stockholder. In connection with with, and without limiting the foregoing, each of Purchaser the Company and the Company and its respective Board shall use all reasonable efforts to ensure that no state takeover law or similar Legal Requirements are or become applicable to the Merger, this Agreement or any of Directors shallthe transactions contemplated hereby and, if any state takeover statute or similar statute or regulation is Legal Requirements are or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementhereby, shall use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of any such statute or regulation Legal Requirements on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, nothing contained in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself Parent or any of its affiliates of shares of capital stock or of any business, assets or propertySubsidiaries to take, or the imposition agree to take, any Action of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockDivestiture.

Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) all commercially reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and to do, or cause to be done, all things, necessary, proper or advisable under applicable Law or otherwise to cause the conditions to Closing to be satisfied as promptly as practicable and to assist consummate the Merger and cooperate with the other parties hereto Transactions contemplated in doingthis Agreement and the documents, instruments and agreements entered into in connection with this Agreement, satisfy the closing conditions herein and the documents, instruments and agreements entered into in connection herewith, including preparing and filing promptly and fully all things documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable to consummate the Transactions, and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waiversthird party approvals, consents, registrations, permits, authorizations and confirmations set forth on Schedule 5.4(a) of the Company Disclosure Schedule (such approvals, orders consents, registrations, permits, authorizations and authorizations from Governmental Authorityconfirmations, and collectively, the making “Required Consents”). Each of the parties shall provide the other parties with copies of all necessary registrations, declarations and filings (including registrations, declarations and filings made by such party with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityAuthority and, (iii) the obtaining of all necessary consentsupon request, approvals or waivers from third parties which may be required or desirable as any other information supplied by such party to a result of, or Governmental Authority in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions Transactions contemplated hereby. Notwithstanding anything For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Xxxx-Xxxxx-Xxxxxx Act, the Federal Trade Commission Act, as amended, and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company purpose or any subsidiary effect of monopolization or affiliate thereof to agree to any divestiture by itself restraint of trade or any lessening of its affiliates of shares of capital stock competition through merger or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockacquisition.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (iia) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from all Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Authorities, if any), Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental AuthorityEntity (including those in connection with the HSR Act, the EC Merger Regulation, any other applicable antitrust statute and state takeover statutes), (iiib) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreementparties, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity with respect to the Merger or this Agreement vacated or reversed, and (vd) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement; PROVIDED, use all commercially reasonable efforts to ensure HOWEVER, that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute foregoing shall not require (i) Parent or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company to make any divestiture or any subsidiary or affiliate thereof to agree consent to any divestiture by itself in order to fulfill any condition or obtain any of its affiliates of shares of capital stock consent, authorization or of any business, assets approval or propertyto appeal an injunction or order, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control post a bond in respect of such assetsappeal or (ii) Parent to comply with any request for additional information from any Governmental Entity, properties and stockcompliance with which would be, after Parent's good faith efforts to negotiate with such Governmental Entity the narrowing of the scope of such request, unduly burdensome or expensive (it being understood that a "second request" for information from any Governmental Entity in connection with filings made under the HSR Act would not necessarily be unduly burdensome or expensive).

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, including without limitation the consents listed in Schedule 2.5 of the Company Disclosure Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Parent and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and Parent or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or in connection with, the transactions contemplated by this Agreementincluding all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company Compaq and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the terms and conditions of this Agreement and applicable law, and (with respect to Parent) subject to the conditions set forth in this Agreementlast proviso of the following sentence, each of the parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions necessary to cause the conditions precedent set forth in this Agreement to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, effective the transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party's obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, the parties shall (and shall cause their respective directors, officers and Subsidiaries, and use their reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the Commission of the Registration Statement, the preliminary proxy statement referred to in Section 3.2, the Proxy Statement and any necessary amendments or supplements to any thereof; (ii) seeking to have such Registration Statement declared effective by the Commission as soon as reasonably practicable after filing; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the issuance of the Merger Consideration; (iv) using commercially reasonable efforts to obtain all necessary consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Entity or other Person required in order to cause any of the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or conditions to each other party's obligation to consummate the consummation of Merger and the transactions contemplated hereby, including, without limitation, seeking hereby to have be fully satisfied; (v) filing all pre-merger notification and report forms required under the Xxxx-Xxxxx Act and responding to any stay requests for additional information made by any Governmental Entity pursuant to the Xxxx-Xxxxx Act; (vi) using commercially reasonable efforts (which in the case of Parent do not require the commencement of litigation) to lift any permanent or temporary preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Entity vacated (an "Injunction") of any type referred to in Section 8.1(e); (vii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 8.2(h) and 8.3(e); (viii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates and making all applications and filings as may be necessary or reversed, reasonably requested in connection with any of the foregoing; and (vix) the execution or delivery of any additional certificatesin general, instruments and other documents necessary using commercially reasonable efforts to consummate and make effective the transactions contemplated bythereby; provided, however, that, subject (with respect to Liberty) to Section 7.10(b), in making any such filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in this sentence, (A) no party shall be required to pay any consideration, to divest itself of any of, or otherwise rearrange the composition of, any of its assets or to agree to any of the foregoing or any other condition or requirement that is materially adverse or burdensome; (B) neither Parent nor Liberty shall be required to take any action pursuant to the foregoing if the taking of such action is reasonably likely to result in the imposition of a condition or restriction of the type referred to in Section 8.2(d); (C) without Liberty's prior consent, the Company shall not, and to fully carry out shall not permit any of its Subsidiaries to, amend any License or Contract, pay any consideration or make any agreement or reach any understanding or arrangement other than in the purposes of, this Agreement. In connection ordinary course of business consistent with prior practice; and without limiting the foregoing, each of Purchaser (D) Liberty and the Company recognize that Parent may allocate resources in whatever manner it reasonably deems appropriate; and provided, further, that Parent and its respective Board of Directors shallSubsidiaries shall not be required to take any such action, if or any state takeover statute or similar statute other action pursuant to this Section 3.5, except to the extent that such action is required by statute, rule or regulation is to be taken by or becomes applicable in the name of Parent or such Subsidiary (as opposed to by or in the Merger, this Agreement name of Liberty or any of the Company or a Subsidiary thereof) in connection with the transactions contemplated by this AgreementAgreement and, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect in such event, Parent (or such Subsidiary of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement Parent) shall be deemed required only to require Purchaser make filings and the Company statements of fact and shall not under any circumstances be required to commit or be committed to take or refrain from taking any subsidiary action or affiliate thereof to agree be subject to any divestiture by itself restriction that relates to any business, asset, liability, operation or employee of Parent or any of its affiliates of shares of capital stock Subsidiaries. Prior to making any application to or of filing with any businessGovernmental Entity or other Person in connection with this Agreement, assets or property, or each party shall provide the imposition of any material limitation other party with drafts thereof and afford the other party a reasonable opportunity to comment on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockdrafts.

Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its all commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Sections 7, 8 and 9 to be satisfied, ; (ii) the obtaining of or making all necessary actions or nonactions, waivers, consents, approvals, orders and or authorizations from Governmental Authorityof, and the making of all necessary or registrations, declarations and filings (including registrations, declarations and or filings with any Governmental Authorities, if any), Authority and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding Action by any Governmental Authority, ; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result ofparties, or including, without limitation, in connection withthe case of the Company all consents under the Company’s Contracts identified in Section 3.5(c) of the Disclosure Schedule, each such consent (collectively, the transactions contemplated by this Agreement, “Required Consents”); (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Actions challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementhereby, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of any such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, nothing contained in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself Parent or any of its affiliates of shares of capital stock or of any business, assets or propertySubsidiaries to take, or the imposition agree to take, any Action of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockDivestiture.

Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement to Closing to be satisfied, satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Authority, Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (v) the execution or and delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing; provided, each however, that Parent will not be required to agree to, or proffer to, (i) divest or hold separate any of Purchaser and the Company and its respective Board of Directors shallParent's, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Target's or any of the transactions contemplated by this Agreementtheir respective subsidiaries' or affiliates' businesses or assets (other than de minimis divestitures of immaterial assets) or (ii) cease to conduct business or operations in any jurisdiction in which Parent, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself Target or any of its affiliates their respective subsidiaries conducts business or operations as of shares the date of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stockthis Agreement.

Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental AuthorityEntity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, of the transactions contemplated by in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional certificates, instruments and other documents reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each Noble and its board of Purchaser directors and the Company and its respective Board board of Directors directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing in this Agreement shall be deemed to require Purchaser and Noble or the Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses business or to own or exercise control of such assets, properties and stock.

Reasonable Efforts. Upon Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, without limitation, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable actions acts necessary to cause the conditions precedent set forth in this Agreement Article VII to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Authority, Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental AuthoritiesEntities, if any), ) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Authority, Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, parties; (iv) the taking of all actions set forth on Schedule 6.6(d); (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (vvi) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, each of Purchaser and the Company and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary herein, if the lessor or licensor under any Lease Document conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding this Agreement, nothing in this Agreement shall be deemed to require Purchaser and the Company payment of a consent fee, “profit sharing” payment or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or propertyother consideration (including increased rent payments), or the imposition provision of any material limitation on additional security (including a guaranty), the ability of any of them Company shall be solely responsible for making all such payments or providing all such additional security and the terms thereof shall be subject to conduct their businesses or to own or exercise control of such assets, properties and stockParent’s approval.