Common use of Reasonable Efforts Clause in Contracts

Reasonable Efforts. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, the Parent, Merger Sub and the Company agree to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective the Merger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion).

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other Transactions and disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the taking of such actions as are necessary to obtain any requisite approvalsCompany, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iiy) the satisfaction imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the other parties' conditions to Closing. In additionCompany, no party hereto shall take any action after (z) the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt imposition of any necessary approvals under the HSR Actimpediment on Parent, neither its subsidiaries or affiliates or the Company nor under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company Subsidiaries shall be entitled to divest conduct its businesses or hold separate or otherwise take, or commit to take, own any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties capital stock or assets or to acquire, hold or exercise full rights of the Company ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)Governmental Entity.

Reasonable Efforts. (a) Prior Subject to Parent's rights to delay the ClosingClosing as set forth in Section 2.1, upon each of the terms Company and subject Parent and their respective Subsidiaries shall use their reasonable commercial efforts to effectuate the transactions contemplated hereby and to cause to be fulfilled the conditions of to Closing under this Agreement, the Parent, Merger Sub and the Company agree to shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, comply with and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate effectuate the Merger and make effective the Merger Voting Agreements and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to ClosingOption Agreement. Notwithstanding the foregoing or any other covenant anything in this AgreementAgreement to the contrary, in connection with the receipt of any necessary approvals under the HSR Act, (i) (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and each of the Company and its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such a transaction (which may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall request, and (B) neither Parent nor any of its Subsidiaries shall be entitled required to divest or hold separate or otherwise take, take (or refrain from taking) or commit to take, take (or refrain from taking) any action that limits the Parent's or the Surviving Corporation's its freedom of action withwith respect to, or their its ability to retain, the Company or any Company Subsidiary of its Subsidiaries or any material portions thereof portion of the assets of the Company and its Subsidiaries, or any of the businessesbusiness, product lines, properties lines or assets of the Company Parent or any Company Subsidiaryof its Subsidiaries, without the Parent's prior written consent except (which may be withheld 1) Parent shall take such action with respect to personal communications services ("PCS") spectrum in the ParentCompany's sole geographic cellular service areas as is required to comply with the FCC's spectrum aggregation rules and absolute discretionpolicies or shall obtain a timely waiver of such rules and policies and (2) any such divestiture, requirement to hold separate, or limitation that arises after Parent or any of its Subsidiaries engages in, or agrees to engage in, a merger, acquisition or other business combination transaction after the date hereof (and which has not been publicly announced prior to the date hereof), but would not have arisen but for Parent engaging in or agreeing to engage in such transaction, and (ii) nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition or business combination transaction; provided that such merger, acquisition or, business combination transaction would not (x) prevent, or delay beyond the Outside Date the ability of Parent to consummate the Merger or (y) cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Reasonable Efforts. (a) Prior to the Closing, upon Upon the terms and subject to the conditions of set forth in this Agreement, the Parent, Merger Sub and the Company agree to each party hereto shall use its 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 party or parties in doing, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective effective, in the most expeditious manner practicable, the Merger and the other Transactions as promptly as practicable including, transactions contemplated hereby and by the Stockholders Agreement. The Company and Parent shall use their reasonable efforts to (i) the preparation and filing of obtain all formslicenses, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvalspermits, consents, orderswaivers, exemptions approvals, authorizations, qualifications or waivers orders (including all United States and foreign governmental and regulatory rulings and approvals), and the Company and Parent shall make all filings (including, without limitation, all filings with United States and foreign governmental or regulatory agencies) under applicable Law required in connection with the authorization, execution and delivery of this Agreement by any third the Company and Parent and the consummation by them of the transactions contemplated hereby, including the Merger (in connection with which Parent and the Company will cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the nonfiling party and its advisors prior to filings and, if requested, will accept all reasonable additions, deletions or Governmental Entity changes suggested in connection therewith) and (ii) the satisfaction to furnish all information required for any application or other filing to be made pursuant to any applicable Law or any applicable Regulations of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary Authority (including all information required to be obtained prior to Closing. Notwithstanding included in the foregoing Proxy Statement or any other covenant in this Agreement, the Registration Statement) in connection with the receipt of any necessary approvals under the HSR Acttransactions contemplated by this Agreement; provided, however, that neither the Company Parent nor any of the Company Subsidiaries its Affiliates shall be entitled under any obligation to divest (x) make proposals, execute or hold carry out agreements or submit to Orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise take, otherwise) of any assets or commit to takecategories of assets of Parent, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retainits Affiliates, the Company or the holding separate of the shares of Company Common Stock or imposing or seeking to impose any Company Subsidiary or any material portions thereof limitation on the ability of Parent or any of its Subsidiaries or Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the businessesshares Company Common Stock or (y) otherwise take any step to avoid or eliminate any impediment which may be asserted under any Law governing competition, product linesmonopolies or restrictive trade practices which, properties in the reasonable judgment of Parent, might result in a limitation of the benefit expected to be derived by Parent as a result of the transactions contemplated hereby or assets of might adversely affect the Company or Parent or any Company Subsidiary, without the of Parent's prior written consent (Affiliates. Neither party hereto will take any action which to its Knowledge will result in any of the representations or warranties made by such party pursuant to Articles II or III, as the case may be withheld be, becoming untrue or inaccurate in the Parent's sole and absolute discretion)any material respect.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to takeensure that its representations and warranties remain true and correct in all material respects, and to take promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger transactions contemplated hereby, to obtain all necessary waivers, consents and approvals, 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided that Parent shall not be required to agree to any divestiture by Parent or the Company or any of Parent's subsidiaries or affiliates of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates or 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. To the extent required by law, as soon as may be reasonably practicable, the Company and Parent each shall file with the United States Federal Trade Commission (the "FTC") and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction Antitrust Division of the other parties' conditions United States Department of Justice ("DOJ") Notification and Report forms relating to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under transactions contemplated herein as required by the HSR Act, neither as well as comparable premerger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties. The Company nor and Parent each shall promptly (a) supply the other with any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (information which may be withheld required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the Parent's sole FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and absolute discretion)which the parties may reasonably deem appropriate.

Reasonable Efforts. (a) Prior to the Closing, upon the terms and subject to the conditions set forth of this Agreement, the Parent, Merger Sub Purchaser and the Company agree to use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable lawsApplicable Laws) to consummate the Offer and the Merger and make effective the Merger and the other Transactions as promptly as practicable includingpracticable, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Offer, the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, ordersOrders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. The Company shall reasonably cooperate in Purchaser's efforts to obtain debt financing that is sufficient to consummate the Transactions. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing foregoing, or any other covenant in this Agreementherein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, take or commit to take, take any action that limits the Parent's or the Surviving CorporationPurchaser's freedom of action withwith respect of, or their ability to retain, the Company or any of the Company Subsidiary Subsidiaries or any material portions thereof or any of the businesses, product Product lines, properties or assets of the Company or any of the Company SubsidiarySubsidiaries, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion).

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, the Parent, Merger Sub and the Company agree to parties shall use commercially reasonable best efforts to promptly take, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary, proper or advisable (subject under applicable laws and regulations to consummate and effectuate 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 effectuate the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If required, as soon as may be reasonably practicable, each of the Seller and the Purchaser shall file pre-transaction notification forms required by the transactional notification or control laws and regulations of any applicable lawsjurisdiction, as agreed to by the parties. Seller and Purchaser shall promptly (a) to consummate the Merger and make effective the Merger and supply the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices with any information which may be required in order to be filed to consummate the Merger and the other Transactions and the taking of effectuate such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity filings and (iib) supply any additional information which may reasonably be required by the satisfaction competition or transactional control authorities of any other jurisdiction and which the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to ClosingParties may reasonably deem appropriate. Notwithstanding the foregoing or any other covenant anything in this AgreementSection to the contrary, in connection with the receipt of nothing herein shall require any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof party or any of the its subsidiaries or affiliates to agree to any divestiture of any of its respective businesses, product linesassets or properties, properties or otherwise agree to the imposition of any limitation on the ability of any of them to conduct their respective businesses or to own or exercise control of such businesses, assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)properties.

Reasonable Efforts. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, each of the Parent, Merger Sub and the Company agree parties agrees to use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective the Merger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in provision of this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company its Subsidiaries shall be entitled to (nor shall Parent or any of its Subsidiaries be required to) divest or hold separate or otherwise take, take or commit to take, take any action that limits the Parent's or the Surviving Corporation's freedom of action withwith respect to, or their ability to retain, the Company or any Company Subsidiary of its Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiaryof its Subsidiaries, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion). Nothing in this Agreement shall require the Parent to commence Litigation to remove any Restraint issued under any antitrust law.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Mergers to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other Transactions and disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the taking of such actions as are necessary to obtain any requisite approvalsCompany, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iiy) the satisfaction imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining ofCompany, or result (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in not obtaining(x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require any permission, approval or consent from party to litigate with any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)Entity.

Reasonable Efforts. (a) Prior Subject to Parent's rights to delay the ClosingClosing as set forth in Section 2.1, upon each of the terms Company and subject Parent and their respective Subsidiaries shall use their reasonable commercial efforts to effectuate the transactions contemplated hereby and to cause to be fulfilled the conditions of to Closing under this Agreement, the Parent, Merger Sub and the Company agree to shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, comply with and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate effectuate the Merger and make effective the Merger Voting Agreements and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to ClosingOption Agreement. Notwithstanding the foregoing or any other covenant anything in this AgreementAgreement to the contrary, in connection with the receipt of any necessary approvals under the HSR Act, (i) (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and each of the Company and its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such thereof (which may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall request, and (B) neither Parent nor any of its Subsidiaries shall be entitled required to divest or hold separate or otherwise take, take (or refrain from taking) or commit to take, take (or refrain from taking) any action that limits the Parent's or the Surviving Corporation's its freedom of action withwith respect to, or their its ability to retain, the Company or any Company Subsidiary of its Subsidiaries or any material portions thereof portion of the assets of the Company and its Subsidiaries, or any of the businessesbusiness, product lines, properties lines or assets of the Company Parent or any Company Subsidiaryof its Subsidiaries, without the Parent's prior written consent except (which may be withheld 1) Parent shall take such action with respect to personal communications services ("PCS") spectrum in the ParentCompany's sole geographic cellular service areas as is required to comply with the FCC's spectrum aggregation rules and absolute discretionpolicies or shall obtain a timely waiver of such rules and policies and (2) any such divestiture, requirement to hold separate, or limitation that arises after Parent or any of its Subsidiaries engages in, or agrees to engage in, a merger, acquisition or other business combination transaction after the date hereof (and which has not been publicly announced prior to the date hereof), but would not have arisen but for Parent engaging in or agreeing to engage in such transaction, and (ii) nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition or business combination transaction; provided that such merger, acquisition or, business combination transaction would not (x) prevent, or delay beyond the Outside Date the ability of Parent to consummate the Merger or (y) cause the Merger to fail to qualify as a reorganization within the meaning of Secti on 368(a) of the Code.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Merger or any other transaction provided for in this Agreement as violative of any Antitrust Law (as defined below), the Company and Parent shall each reasonably cooperate to contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents, or prohibits consummation of the Merger or the other Transactions as promptly as practicable includingtransactions, including without limitation, by pursuing all reasonable avenues of administrative and judicial appeal; provided, however, that Parent shall not be required to (i) agree to any divestiture by Parent or the preparation and filing Company or any of all formsParent’s subsidiaries or affiliates, registrations and notices required of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, its affiliates, or the imposition of any material limitation on the ability of any of them to be filed conduct their businesses or to consummate the Merger and the other Transactions and the taking own or exercise control of such actions as are necessary to obtain any requisite approvalsassets, consentsproperties and stock, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions respond to Closing. In addition, no party hereto shall take any action after the date of this Agreement formal requests for additional information or documentary material pursuant to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals 16 C.F.R. 803.20 under the HSR Act, neither or any other Antitrust Law for a period of time exceeding ninety days from the Company nor receipt of any such initial request, or (iii) take any action under this Section 5.8 if any Governmental Entity that has the authority to enforce any Antitrust Law seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the Merger. As soon as may be reasonably practicable, to the extent not already filed, each of the Company Subsidiaries and Parent shall file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) the Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of applicable jurisdiction, as agreed to by the parties. The Company and Parent each shall promptly (a) supply the other with any information which may be required in order to effectuate such filings, (b) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and which the parties may reasonably deem appropriate, and (c) promptly inform the other party of any material communication received by such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other governmental or regulatory authority regarding the Merger and any other transaction provided for in this Agreement. Parent shall be entitled to divest direct any proceedings or hold separate or otherwise take, or commit negotiations with any Governmental Entity relating to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businessesforegoing, product lines, properties or assets of provided that it shall afford the Company a reasonable opportunity to participate therein. For purposes of this Agreement, “Antitrust Law” shall mean the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, the EC Merger Regulations and all other federal, and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or any Company Subsidiaryintended to prohibit, without restrict or regulate actions having the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)purpose or effect of monopolization or restraint of trade.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers transactions contemplated by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement; provided, in connection with the receipt however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any necessary approvals under the HSR Actshares of capital stock or of any business, neither the Company nor any assets or properties of the Company Subsidiaries shall be entitled to divest Parent, its subsidiaries or hold separate affiliates or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company Subsidiaryor its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, without the Parent's prior written consent (which may be withheld hold or exercise full rights of ownership of their respective businesses and, in the case of Parent's sole , the businesses of the Company and absolute discretionits Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Acquisition to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and transactions contemplated by this Agreement for the other Transactions and purpose of securing to the taking of such actions as are necessary to obtain any requisite approvalsparties hereto the benefits contemplated by this Agreement; provided, consentshowever, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, that no party hereto shall take be required to agree to (x) any action after the date license, sale or other disposition or holding separate (through establishment of this Agreement to materially delay the obtaining of, a trust or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt otherwise) of any necessary approvals under the HSR Actshares of capital stock or of any business, neither the Company nor any assets or properties of the Company Subsidiaries shall be entitled to divest Purchaser, its subsidiaries or hold separate affiliates or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Purchaser, its subsidiaries or affiliates or the Company Subsidiaryor its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, without the Parent's prior written consent (which may be withheld hold or exercise full rights of ownership of their respective businesses and, in the Parent's sole case of Purchaser, the business of the Company and absolute discretionits Subsidiaries, or (z) the imposition of any impediment on Purchaser, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require any party to litigate with any Governmental Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur (including such conditions under the Related Agreements), (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger transactions contemplated by this Agreement and the other Transactions and Related Agreements for the taking purpose of such actions as are necessary securing to obtain any requisite approvals, consents, orders, exemptions or waivers the parties hereto the benefits contemplated by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement; provided, in connection with the receipt however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any necessary approvals under the HSR Actshares of capital stock or of any business, neither the Company nor any assets or properties of the Company Subsidiaries shall be entitled to divest Parent, its subsidiaries or hold separate affiliates or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company Subsidiaryor its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, without the Parent's prior written consent (which may be withheld hold or exercise full rights of ownership of their respective businesses and, in the case of Parent's sole , the businesses of the Company and absolute discretionits Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. (a) Prior Each party hereto agrees to use its commercially reasonable good faith efforts to obtain the Closing, upon the terms and subject to satisfaction of the conditions of specified in this Agreement, the Parent, Merger Sub and the Company agree to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) Agreement necessary to consummate the Merger transactions contemplated hereby. Notwithstanding anything to the contrary in Sections 4.04, 4.05 and make effective the Merger and the other Transactions as promptly as practicable including4.06, in complying with its obligations under such Sections hereof, (i) the preparation and filing neither Buyer nor any of all forms, registrations and notices its Affiliates shall be required to be filed to consummate the Merger and the other Transactions and the taking divest any of such actions as are necessary to obtain any requisite approvalstheir respective businesses, consentsproduct lines or assets, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Actexcept as expressly set forth herein, neither the Company Buyer nor any of the Company Subsidiaries its Affiliates shall be entitled required to divest take or hold separate agree to take any other action or otherwise takeagree to any limitation that could reasonably be expected to have an adverse effect on the business, assets, financial condition, results of operations or commit prospects of Buyer and its affiliates taken as a whole or of Buyer combined with the Cosmetics Division after the Closing, (iii) no party shall be required to takeagree to the imposition of or to comply with, any action that limits the Parent's condition, obligation or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof restriction on Buyer or any of its Affiliates seeking to restrain or prohibit Buyer's or any of its Affiliate's ownership or operation of all or any portion of the businesses, product lines, properties business or assets of the Company Cosmetics Division, or of Buyer and its Affiliates, or to compel Buyer or any Company Subsidiaryof its Affiliates to dispose of or hold separate all or any portion of the business or assets of the Cosmetics Division, without or of Buyer and its Affiliates, seeking to impose limitations on the Parent's prior written consent ability of Buyer or any of its Affiliates effectively to exercise full rights of ownership of the Cepillos Shares or the Purchased Assets or seeking to require divestiture by Buyer or any of its Affiliates of any Cepillos Shares or Purchased Assets, or (which may iv) Buyer shall not be withheld required to waive any of the conditions in the Parent's sole and absolute discretion).Article V.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) Laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur, to obtain all necessary Approvals and other documents required to be delivered hereunder 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 transactions contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock, any business, or any Assets and Properties of Parent, its Subsidiaries or Affiliates, or of the preparation and filing of all formsCompany, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates, or the Company, to conduct their respective businesses or own any capital stock or Assets and Properties or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining ofCompany, or result (iii) the imposition of any impediment on Parent, its Subsidiaries or Affiliates, or the Company, under any Law or order other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in not obtaining(i), any permission(ii) or (iii), approval or consent from an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Stock Purchase to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Buyer shall not be required to agree to (x) any license, sale or other Transactions and disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Buyer, its subsidiaries or affiliates or of the taking of such actions as are necessary to obtain any requisite approvalsCompany, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iiy) the satisfaction imposition of any limitation on the ability of Buyer, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Buyer, the businesses of the Company, or (z) the imposition of any impediment on Buyer, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other parties' conditions to Closinglegal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of Divestiture”). In addition, no party hereto shall take any action after the date of Nothing in this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retainrequire Buyer, the Company or the Shareholders to litigate with any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)Governmental Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) Laws and regulations to consummate and make effective, in the Merger most expeditious manner practicable, the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to effect the Arrangement to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder 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 Merger and transactions contemplated by this Agreement for the other Transactions as promptly as practicable includingpurpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, (i) the preparation and filing of all formshowever, registrations and notices that Parent shall not be required to be filed to consummate the Merger and the agree to: (x) any license, sale or other Transactions and the taking disposition or holding separate (through establishment of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions a trust or waivers by any third party or Governmental Entity and (iiotherwise) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Actshares of capital stock or of any business, neither the Company nor any assets or properties of the Company Subsidiaries shall be entitled to divest Parent, its subsidiaries or hold separate affiliates or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any of its Subsidiaries; (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company Subsidiaryor any of its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, without the Parent's prior written consent (which may be withheld hold or exercise full rights of ownership of their respective businesses and, in the case of Parent's sole , the business of the Company; (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company and absolute discretioneach of its Subsidiaries shall not be required to agree to the imposition of any limitation on the ability of the Company to conduct its businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use commercially reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers transactions contemplated by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement for the purpose of securing to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding parties hereto the foregoing or any other covenant in benefits contemplated by this Agreement; provided, in connection with the receipt however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any necessary approvals under the HSR Actshares of capital stock or of any business, neither the Company nor any assets or properties of the Company Subsidiaries shall be entitled to divest Parent, its subsidiaries or hold separate affiliates or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company Subsidiaryor its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, without the Parent's prior written consent (which may be withheld hold or exercise full rights of ownership of their respective businesses and, in the case of Parent's sole , the businesses of the Company and absolute discretionits Subsidiaries or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, the Parent, Merger Sub and the Company agree to use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective the Merger and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity Entity, and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing foregoing, or any other covenant in this Agreementherein contained, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, take or commit to take, take any action that limits the Parent's or the Surviving CorporationMerger Sub's freedom of action withwith respect of, or their ability to retain, the Company or any of the Company Subsidiary Subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiaryof its Subsidiaries, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion).

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of this AgreementAgreement and applicable law, each of the Parent, Merger Sub parties shall act in good faith and the Company agree to use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective the Merger transactions contemplated by this Agreement as soon as practicable, including such actions or things as any other party may reasonably request in order to cause any of the conditions to such other party's obligation to consummate the transactions contemplated by this Agreement to be fully satisfied. Without limiting the foregoing, the parties shall (and the shall cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other Transactions as promptly as practicable including, in (ia) the 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 formsnecessary consents, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consentswaivers, orderslicenses, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In additionpermits, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining ofauthorizations, registrations, qualifications, or result in not obtainingother permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any permissioncourt, approval administrative agency or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing commission or any other covenant in this Agreementgovernmental authority or instrumentality, in connection with the receipt domestic or foreign (collectively, "GOVERNMENTAL ENTITY"), or other person or entity as soon as reasonably practicable after filing; (d) seeking early termination of any necessary approvals waiting period under the HSR Act; (e) providing all such information concerning such party, neither the Company nor 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 Company Subsidiaries shall be entitled foregoing; (f) in general, consummating and making effective the transactions contemplated hereby; and (g) in the event and to divest or hold separate or otherwise takethe extent required, or commit to take, any action amending this Agreement so that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retainthis Agreement, the Company KNOGO Merger and the VIDEO Merger comply with the DGCL and the Minnesota Act. Prior to making any application to or filing with any Company Subsidiary Governmental Entity or any material portions other person or entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof or any of and afford the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)other party a reasonable opportunity to comment on such drafts.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable under applicable Laws and regulations to (subject to any applicable lawsa) to consummate the Merger and make effective the Merger and transactions contemplated hereby, (b) cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur, (c) obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder, and (d) 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or Affiliates or of the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and Company; (ii) the satisfaction imposition of any limitation on the ability of Parent, its subsidiaries or Affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the Company; or (iii) the imposition of any impediment on Parent, its subsidiaries or Affiliates or the Company under any statute, rule, regulation, decree, Order or other parties' conditions legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (i), (ii) or (iii) an “Action of Divestiture”). Nothing herein shall require Parent to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from litigate with any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use commercially reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other Transactions and disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the taking of such actions as are necessary to obtain any requisite approvalsCompany, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iiy) the satisfaction imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining ofCompany, or result (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in not obtaining(x), any permission(y) or (z), approval or consent from an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, the ParentCompany, Merger Parent and Sub and the Company agree to shall use commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; it being understood that in no event shall Parent be required to agree to any divestiture by Parent or the Company or any of Parent's subsidiaries or affiliates of shares of capital stock or of any business, or significant assets or property of Parent or its subsidiaries or affiliates or of the Company, 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. As soon as may be reasonably practicable, Parent and the other Transactions as promptly as practicable including, Company each shall file with the United States Federal Trade Commission (ithe "FTC") the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction Antitrust Division of the other parties' conditions United States Department of Justice ("DOJ") Notification and Report Forms relating to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under transactions contemplated herein as required by the HSR Act, neither as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties and each party shall have requested early termination of the statutory waiting period. Parent and the Company nor each shall promptly (a) supply the other with any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (information which may be withheld required in order to effectuate such submissions and filings and (b) supply any additional information which reasonably may be required by the Parent's sole and absolute discretion)FTC, the DOJ or other relevant government authority, to such government authority.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use commercially reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Acquisition to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Purchaser shall not be required to agree to (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Purchaser, its subsidiaries or affiliates or of the preparation and filing of all formsCompany or its Subsidiaries, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction imposition of any limitation on the other parties' conditions ability of Purchaser, its subsidiaries or affiliates or the Company or its Subsidiaries to Closing. In additionconduct their respective businesses or own any capital stock or assets or to acquire, no party hereto shall take any action after the date hold or exercise full rights of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreementownership of their respective businesses and, in connection with the receipt case of any necessary approvals under Purchaser, the HSR Act, neither the Company nor any businesses of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise takeand its Subsidiaries, or commit to take(iii) the imposition of any impediment on Purchaser, any action that limits the Parent's its subsidiaries or the Surviving Corporation's freedom of action with, affiliates or their ability to retain, the Company or its Subsidiaries under any Company Subsidiary statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any material portions thereof such action described in (i), (ii) or any (iii) above, an “Action of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretionDivestiture”).

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use commercially reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger transactions contemplated hereby, to cause all conditions to be satisfied, to obtain all necessary waivers, consents, approvals and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices documents required to be filed delivered hereunder, and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and make effective the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers transactions contemplated by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement; provided, in connection with the receipt however, that Parent shall not be required to agree to (a) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any necessary approvals under the HSR Actshares of capital stock or of any business, neither the Company nor any assets or properties of the Company Subsidiaries shall be entitled to divest Parent, its subsidiaries or hold separate affiliates or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or its Subsidiaries, (b) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company Subsidiaryor its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, without the Parent's prior written consent (which may be withheld hold or exercise full rights of ownership of their respective businesses and, in the case of Parent's sole , the businesses of the Company and absolute discretionits Subsidiaries, or (c) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (a), (b) or (c), an “Action of Divestiture”).

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers transactions contemplated by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement for the purpose of securing to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding parties hereto the foregoing or any other covenant in benefits contemplated by this Agreement; provided, in connection with the receipt however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any necessary approvals under the HSR Actshares of capital stock or of any business, neither the Company nor any assets or properties of the Company Subsidiaries shall be entitled to divest Parent, its subsidiaries or hold separate affiliates or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without (y) the imposition of any limitation on the ability of Parent's prior written consent (which may be withheld , its subsidiaries or affiliates or the Company or any Subsidiary to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent's sole and absolute discretion, the business of the Company or any Subsidiary, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or any Subsidiary under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of this AgreementAgreement and applicable law, each of the Parent, Merger Sub and the Company agree to parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable (subject to any applicable laws) to consummate the Merger and make effective the Merger transactions contemplated by this Agreement 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 directors, officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in 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 or entity; filing all applicable Notification and Report Forms required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") as a result of the transactions contemplated by this Agreement and promptly complying with any requests for additional information and documentary material that may be requested pursuant to the HSR Act; using commercially reasonable efforts (which does not require the commencement of litigation) to lift any permanent or preliminary injunction or restraining order or other Transactions similar order issued or entered by any court or governmental entity (an "Injunction") of any type referred to in Section 5.01(b); 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 includingmay be necessary or reasonably requested in connection with any of the foregoing; and in general, consummating and making effective the transactions contemplated hereby; provided, however, that 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 clause (i) the preparation and filing or (iii) of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In additionthis sentence, no party hereto nor any of their respective stockholders (including, in the case of Liberty, AT&T Corp.), Subsidiaries or affiliates shall take be required to (x) pay any action after the date consideration, to divest itself of this Agreement to materially delay the obtaining any of, or result otherwise rearrange the composition of, its assets or to agree to any conditions or requirements which are materially adverse or burdensome (or, in not obtainingthe case of AT&T Corp., adverse or burdensome in any permissionrespect) or (y) amend, approval or consent from agree to amend, in any material respect any contract. Prior to making any application to or filing with any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant person or entity in connection with this Agreement, in connection each of Liberty and Emmis shall provide the other party with drafts thereof and afford the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled other party a reasonable opportunity to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)comment on such drafts.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use commercially reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and Transaction contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto required to effect the Transaction to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and Transaction for the other Transactions and purpose of securing to the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers parties hereto the benefits contemplated by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement; provided, in connection with the receipt however, that Parent shall not be required to agree to (x) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any necessary approvals under the HSR Actshares of capital stock or of any business, neither the Company nor any assets or properties of the Company Subsidiaries shall be entitled to divest Parent, its subsidiaries or hold separate affiliates or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or its Subsidiaries, (y) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company Subsidiaryor its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, without the Parent's prior written consent (which may be withheld hold or exercise full rights of ownership of their respective businesses and, in the case of Parent's sole , the businesses of the Company and absolute discretionits Subsidiaries, or (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) Laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur, to obtain all necessary Approvals and other documents required to be delivered hereunder 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 transactions contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock, any business, or any Assets and Properties of Parent, its Subsidiaries or Affiliates, or of the preparation and filing of all formsCompany, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction imposition of any limitation on the ability of Parent, its Subsidiaries or Affiliates, FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. or the Company, to conduct their respective businesses or own any capital stock or Assets and Properties or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining ofCompany, or result (iii) the imposition of any impediment on Parent, its Subsidiaries or Affiliates, or the Company, under any Law or order other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in not obtaining(i), any permission(ii) or (iii), approval or consent from an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)Entity.

Reasonable Efforts. (a) Prior Subject to Parent's rights to delay the ClosingClosing as set forth in Section 2.1, upon each of the terms Company and subject Parent and their respective Subsidiaries shall use their reasonable commercial efforts to effectuate the transactions contemplated hereby and to cause to be fulfilled the conditions of to Closing under this Agreement, the Parent, Merger Sub and the Company agree to shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, comply with and to do, or cause to be done, all things necessary, proper or advisable (subject to any applicable laws) to consummate effectuate the Merger and make effective the Merger Voting Agreements and the other Transactions as promptly as practicable including, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to ClosingOption Agreement. Notwithstanding the foregoing or any other covenant anything in this AgreementAgreement to the contrary, in connection with the receipt of any necessary approvals under the HSR Act, (i) (A) neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, commit to any divestiture or hold separate or similar transaction and each of the Company and its Subsidiaries shall commit to, and shall use reasonable efforts to effect, such thereof (which may, at the Company's option, be conditioned upon and effective as of the Effective Time) as Parent shall request, and (B) neither Parent nor any of its Subsidiaries shall be entitled required to divest or hold separate or otherwise take, take (or refrain from taking) or commit to take, take (or refrain from taking) any action that limits the Parent's or the Surviving Corporation's its freedom of action withwith respect to, or their its ability to retain, the Company or any Company Subsidiary of its Subsidiaries or any material portions thereof portion of the assets of the Company and its Subsidiaries, or any of the businessesbusiness, product lines, properties lines or assets of the Company Parent or any Company Subsidiaryof its Subsidiaries, without the Parent's prior written consent except (which may be withheld 1) Parent shall take such action with respect to personal communications services ("PCS") spectrum in the ParentCompany's sole geographic cellular service areas as is required to comply with the FCC's spectrum aggregation rules and absolute discretionpolicies or shall obtain a timely waiver of such rules and policies and (2) any such divestiture, requirement to hold separate, or limitation that arises after Parent or any of its Subsidiaries engages in, or agrees to engage in, a merger, acquisition or other business combination transaction after the date hereof (and which has not been publicly announced prior to the date hereof), but would not have arisen but for Parent engaging in or agreeing to engage in such transaction, and (ii) nothing in this Agreement shall prevent or restrict Parent and its Subsidiaries from engaging in any merger, acquisition or business combination transaction; provided that such merger, acquisition or, business combination transaction would not (x) prevent, or delay beyond the Outside Date the ability of Parent to consummate the Merger or (y) cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and the other Transactions as promptly as practicable includingtransactions contemplated hereby, (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvalsall necessary waivers, consents, orderstax opinions and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, exemptions legal or waivers otherwise, in order to consummate and make effective the transactions contemplated by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement for the purpose of securing to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closingparties hereto the benefits contemplated by this Agreement. Notwithstanding the foregoing or any other covenant in this Agreementforegoing, in connection with the receipt (A) none of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary of their respective subsidiaries shall be required to agree to any divestiture or any material portions thereof hold separate or similar transaction by it or any of its subsidiaries or affiliates of shares of capital stock or of any business, assets or property of any of them or any of their subsidiaries or affiliates, or the businesses, product linesimposition 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 or assets of and stock and (B) the Company or any Company Subsidiaryshall not, without the Parent's prior written consent (which may be withheld in consent, commit to any divestiture or hold separate or similar transaction by it or any of its subsidiaries or affiliates of shares of capital stock or of any business, assets or property of any of them or any of their subsidiaries or affiliates, or the Parent's sole 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 absolute discretion)stock.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parentparties hereto shall use its Commercially Reasonable Efforts to ensure that its representations and warranties remain true and correct in all material respects prior to and as of the Effective Time, Merger Sub and the Company agree to use reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger transactions contemplated hereby, 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement provided, however, that Parent shall not be required to agree to (x) any license, sale or other Transactions as promptly as practicable includingdisposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the Company or its Subsidiaries, (iy) the preparation imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company and filing of all formsits Subsidiaries, registrations and notices required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iiz) the satisfaction imposition of any impediment on Parent, its subsidiaries or affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, order or other parties' conditions to Closinglegal restraint governing competition, monopolies or restrictive trade practices (any such action described in (x), (y) or (z), an “Action of Divestiture”). In addition, no Nothing herein shall require any party hereto shall take to litigate with any action after the date of this Agreement Governmental Entity; provided, however, that if Parent elects to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from litigate with any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in connection with this Agreement, the Merger or the transactions contemplated hereby, the Company shall cooperate fully with Parent in connection with the receipt prosecution, defense, negotiation or settlement of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)such litigation.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Mergers to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that Parent shall not be required to agree to (x) any license, sale or other Transactions and disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the taking of such actions as are necessary to obtain any requisite approvalsCompany, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iiy) the satisfaction imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the other parties' conditions to Closing. In additionCompany, no party hereto shall take any action after (z) the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt imposition of any necessary approvals under the HSR Actimpediment on Parent, neither its subsidiaries or affiliates or the Company nor under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices; provided further, (aa) the Company shall not be required to agree to the imposition of any limitation on the ability of the Company Subsidiaries shall be entitled to divest conduct its businesses or hold separate or otherwise take, or commit to take, own any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties capital stock or assets or to acquire, hold or exercise full rights of the Company ownership of its businesses (any such action described in (x), (y), (z) or (aa) an “Action of Divestiture”). Nothing herein shall require Parent to litigate with any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)Governmental Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use its reasonable best efforts to taketake promptly, or cause to be takentaken promptly, all actions, and to dodo promptly, or cause to be donedone promptly, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger and transactions contemplated hereby, to cause all conditions to the obligations of the other Transactions as promptly as practicable includingparties hereto to effect the Merger to occur, (i) the preparation to obtain all necessary waivers, consents, approvals and filing of all forms, registrations and notices other documents required to be filed delivered hereunder 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 Merger and transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, however, that no party shall be required to agree to (x) any license, sale or other Transactions and disposition or holding separate (through establishment of a trust or otherwise) of any shares of capital stock or of any business, assets or properties of Parent, its subsidiaries or affiliates or of the taking of such actions as are necessary to obtain any requisite approvalsCompany, consents, orders, exemptions or waivers by any third party or Governmental Entity and (iiy) the satisfaction imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the business of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining ofCompany, or result (z) the imposition of any impediment on Parent, its subsidiaries or affiliates or the Company under any statute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in not obtaining(x), (y) or (z), an “Action of Divestiture”). Nothing herein shall require any permission, approval or consent from party to litigate with any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither the Company nor any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (which may be withheld in the Parent's sole and absolute discretion)Entity.

Reasonable Efforts. (a) Prior Subject to the Closing, upon the terms and subject to the conditions of provided in this Agreement, each of the Parent, Merger Sub and the Company agree to parties hereto shall use commercially reasonable best efforts to taketake promptly, or cause to be taken, all actions, and to dodo promptly, or cause to be done, all things necessary, proper or advisable (subject to any under applicable laws) laws and regulations to consummate the Merger and make effective the Merger 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 transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this -48- Agreement; provided, however, that Parent shall not be required to agree to any divestiture by Parent or the Company or any of Parent's subsidiaries or affiliates, of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates, or of the Company, 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. As soon as may be reasonably practicable, to the extent not already filed, each of the Company and Parent shall file with the United States Federal Trade Commission (the "FTC") and the other Transactions as promptly as practicable including, Antitrust Division of the United States Department of Justice (ithe "DOJ") the preparation Notification and filing of all forms, registrations and notices Report Forms relating to the transactions contemplated herein as required to be filed to consummate the Merger and the other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) the satisfaction of the other parties' conditions to Closing. In addition, no party hereto shall take any action after the date of this Agreement to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to be obtained prior to Closing. Notwithstanding the foregoing or any other covenant in this Agreement, in connection with the receipt of any necessary approvals under the HSR Act, neither as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of applicable jurisdiction, as agreed to by the parties. The Company nor and Parent each shall promptly (a) supply the other with any of the Company Subsidiaries shall be entitled to divest or hold separate or otherwise take, or commit to take, any action that limits the Parent's or the Surviving Corporation's freedom of action with, or their ability to retain, the Company or any Company Subsidiary or any material portions thereof or any of the businesses, product lines, properties or assets of the Company or any Company Subsidiary, without the Parent's prior written consent (information which may be withheld required in order to effectuate such filings and (b) supply any additional information which reasonably may be required by the Parent's sole FTC, the DOJ or the competition or merger control authorities of any other jurisdiction and absolute discretion)which the parties may reasonably deem appropriate.