Common use of Antitrust Notification Clause in Contracts

Antitrust Notification. (a) As promptly as reasonably practicable following the execution of this Agreement, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings required under the HSR Act (which shall be made no later than seven (7) Business Days after the date of this Agreement) and any other filing under any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: (i) cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings under any Pre-Transaction Notification Rules; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate (which, at the request of any party, shall be limited to outside antitrust counsel only). (b) The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilege. (c) No party shall take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or the expiration of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Laws.

Antitrust Notification. (a) As promptly as reasonably practicable following the execution of Unless this AgreementAgreement shall have been validly terminated in accordance with Section 7.1, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings required under the HSR Act (which shall be made no later than seven (7) Business Days after the date of this Agreement) and any other filing under any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: (i) cooperate fully , as promptly as practicable after the Effective Date as they shall mutually agree file with each the FTC and the DOJ the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall include any supplemental information requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to the other one another such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission which is necessary under any Pre-Transaction Notification Rules; the HSR Act. The Parties shall (iiA) cooperate with one another and keep one another apprised of the other party reasonably informed status of any communication received by such party communications with, and any inquiries or requests for additional information from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade CommissionFTC, the United States Department of Justice, any attorney general of any state of the United States DOJ or any other competition authority of any jurisdiction applicable Governmental Entity, (“Antitrust Authority”), and of any communication received or given in connection B) comply promptly with any proceeding by a private party related such reasonable inquiry or request, (C) not participate, or permit its Affiliates to the Antitrust Lawsparticipate, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any substantive meeting or discussion with any Governmental Authority with Entity in respect to of any filings, applications, investigation, investigation or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving concerning this Agreement unless it consults with the other party reasonable prior notice of the meeting or discussion Party in advance and, to the extent permitted by such Governmental Entity, gives the relevant Governmental Authority, other Party the opportunity to attend and participate thereat, and (whichD) with the exception of business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s notification and report form under the HSR Act), at furnish the request other Party or the other Party’s outside counsel with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any partyGovernmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. Buyer shall be limited to outside antitrust counsel only)pay all filing fees and other charges for the filing under the HSR Act by both Parties. (b) The parties From and after the date on which the filings are made pursuant to Section 5.5(a), Buyer and Sellers shall take use reasonable best efforts to share information protected from disclosure obtain any clearance required under the attorney-client privilegeHSR Act (any such clearance, work product doctrinean “Antitrust Approval”), joint defense privilege including replying at the earliest practicable date to any requests for information received from the FTC or any other privilege DOJ pursuant to this section so the HSR Act and making any permitted request for early expiration or termination of the applicable waiting periods under the HSR Act as to preserve any applicable privilegesoon as possible. (c) No party Notwithstanding the foregoing, nothing in this Agreement shall take any action with require, or be construed to require, the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance Parties or any necessary approval of their respective Affiliates to offer or agree to (i) (A) sell, hold, separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (B) any conditions relating to, or changes or restrictions in, the operations of any antitrust authority under such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any Pre-Transaction Notification Rule requirements to enter into new contracts or Antitrust Law modify or the expiration terminate existing contracts) or (ii) any material modification or waiver of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Lawsterms and conditions of this Agreement.

Antitrust Notification. 7.7.1. Each party shall, in cooperation with the other parties: (a) As promptly as reasonably practicable file or cause to be filed, (i) no later than the fifth (5th) Business Day following the execution of this Agreementdate hereof, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings any reports or notifications that may be required to be filed prior to the Closing by such party under the HSR Act (which shall be made no later than seven (7) Business Days after with the date of this AgreementFTC and the Antitrust Division) and under any Legal Requirements of any foreign Governmental Entity having jurisdiction over antitrust or competition matters; and (b) furnish to the other parties all such information in its possession as may be necessary for the completion of the reports or notifications to be filed by such other parties as described in clauses (i) and (ii) above. The parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and to obtain all other Governmental Approvals pursuant to any other filing Legal Requirements of any foreign Governmental Entity having jurisdiction over antitrust or competition matters as soon as practicable, avoid extension of any waiting period under the HSR Act or any statuteother similar Legal Requirements, lawand respond to any inquiries received and supply, ordinanceas promptly as practicable, rule any additional information and documentary material that may be requested by any Governmental Entity pursuant to the HSR Act or regulation designed any other Legal Requirements of any foreign Governmental Entity having jurisdiction over antitrust or competition matters. No party will enter into any agreement with a Governmental Entity not to prohibitconsummate the transactions contemplated by this Agreement due to Legal Requirements involving antitrust or competition matters, restrict or regulate actions except with the prior written consent of the other parties. 7.7.2. Without limiting the generality of the provisions of Section 7.7.1, to the extent permissible under applicable Legal Requirements, each party shall, in connection with the efforts referenced in Section 7.7.1 to obtain all requisite Governmental Approvals, terminations of waiting periods for the purpose transactions contemplated by this Agreement under the HSR Act or effect of preventing monopolizationany other Legal Requirements relating to antitrust and competition matters, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: use its commercially reasonable efforts to (i) cooperate fully in all respects with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether any filing or submission and which Pre-Transaction Notification Rules are necessary in connection with any investigation or advisable and the preparation of other inquiry, including any filings under any Pre-Transaction Notification Rules; proceeding initiated by a private party, (ii) keep promptly inform the other party reasonably informed of any communication received by such party from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commissionto, the United States Department of JusticeFTC, any attorney general of any state of the United States Antitrust Division or any other competition authority of any jurisdiction (“Antitrust Authority”), Governmental Entity and of any material communication received or given in connection with any proceeding by a private party related to the Antitrust Lawsparty, in each casecase regarding any of the transactions contemplated hereby, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) unless it decides for commercially reasonable reasons not to do so, permit the other party to review and incorporate party, or the other party’s reasonable comments in legal counsel, to review any communication given by it to to, and consult with each other in advance of any meeting or conference with, the FTC, the Antitrust Division or any such other Governmental Authority or Entity or, in connection with any proceeding by a private party related to Antitrust Laws party, with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective (iv) unless it decides for commercially reasonable efforts reasons not to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Furtherdo so, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving give the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate in such meetings and conferences, (whichv) in the event one party is prohibited by applicable Legal Requirements or by the applicable Governmental Entity from participating in or attending any meetings or conferences, at keep the request other promptly and reasonably apprised with respect thereto and (vi) cooperate in the submission of any memoranda, white papers, filings, presentations, correspondence, or other written communications explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Entity. 7.7.3. If necessary to obtain any Governmental Approvals pursuant to any applicable Legal Requirements governing antitrust or competition matters, or if any Proceeding, including any Proceeding by a Governmental Entity or a private party, is instituted (or threatened to be instituted), challenging any transaction contemplated by this Agreement as violative of any such applicable Legal Requirements, each party shall be limited to outside antitrust counsel only). (b) The parties shall take cooperate with the other and use its reasonable best efforts to share information protected from disclosure under (i) obtain the attorney-client privilege, work product doctrine, joint defense privilege termination of any waiting period or any other privilege pursuant required Governmental Approvals, (ii) contest and resist any such Proceeding, or (iii) avoid the entry of or take such action as reasonably necessary to overturn any Proceeding by any Governmental Entity or any private party to block consummation of this section Agreement (and the transactions contemplated herein), including by defending any Proceeding brought by any Governmental Entity or any private party in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Legal Requirements so as to preserve permit consummation of the transactions contemplated by this Agreement, provided that the parties shall cooperate with one another in connection with all Proceedings related to the foregoing in this Section 7.7.3 or in the second sentence of Section 7.7.1; provided, however, that nothing shall restrict or limit any applicable privilegeparty’s right to terminate the Agreement pursuant to Section 12.1.2 hereof. (c) No party 7.7.4. The Purchaser shall take any action with be responsible for the intention payment of all filing fees applicable to or that could reasonably be expected the Notification and Report Form filed pursuant to hinder or delay the obtaining of clearance HSR Act or any necessary approval filings required by any Legal Requirements of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or the expiration of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Lawsforeign Governmental Entity.

Antitrust Notification. (a) As promptly as reasonably practicable following the execution of this Agreement, Buyer and Agent, on behalf Seller shall (i) make or cause to be made all filings required of Sellers shall make all pre-transaction notification filings each of them or any of their respective Affiliates as required under the HSR Act (which shall be made no later than seven (7) or other Antitrust Laws with respect to the Transactions as promptly as practicable and, in any event, within ten Business Days after the date of this AgreementAgreement in the case of all filings required under the HSR Act, (ii) comply as promptly as reasonably practicable with any request or under the HSR Act or other Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the FTC, the Antitrust Division or any other Governmental Body in respect of such filings or such transactions, and (iii) cooperate with each other in all reasonable respects in connection with any such filing (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other Governmental Body under any Antitrust Laws with respect to any such filing or any such transaction. Each Party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the Transactions. Each Party shall promptly inform the other Parties of any oral communication with, and provide copies of written communications with, any Governmental Body regarding any such filings or any such transaction. No Party shall independently participate in any formal meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the H▇▇ Act or other Antitrust Laws. Seller and Buyer may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.4(a) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. Buyer and Seller shall share equal responsibility for all filing and other similar fees payable in connection with the filings referenced in this Section 6.4(a). (b) Buyer and Seller shall respond promptly to inquiries from applicable Governmental Bodies for supplemental information and shall use commercially reasonable efforts to respond to any objections as may be asserted by the FTC or any Governmental Body with respect to the Transactions under the HSR Act, the S▇▇▇▇▇▇ Act, as amended, the C▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other filing under any statuteUnited States federal or state or foreign statutes, lawrules, ordinanceregulations, rule orders, decrees, administrative or regulation judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions for having the purpose or effect of preventing monopolization, restraints monopolization or restraint of trade or abusing a dominant position (collectively, the “Antitrust Laws”). In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any Transaction as in violation of the HSR Act or any countryAntitrust Law, stateeach of Buyer and Seller shall cooperate and use commercially reasonable efforts to contest and resist any such Legal Proceeding, province and to have vacated, lifted, reversed, or jurisdiction overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of competent jurisdiction requiring a notification the Transaction, including by pursuing all available avenues of administrative and observation of a waiting period judicial appeal, unless, by mutual agreement (such agreement not to be unreasonably conditioned, withheld or requiring prior approval before consummating the Contemplated Transactions delayed), Buyer and the other Transaction Documents (“Pre-Transaction Notification Rules”)Seller decide that litigation is not in their respective best interests. Each of Buyer and Sellers shall: (i) cooperate fully with each other and Seller shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings under any Pre-Transaction Notification Rules; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts take such action as may be required to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate (which, at the request of any party, shall be limited to outside antitrust counsel only). (b) The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilege. (c) No party shall take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or cause the expiration of the required waiting period notice periods under the Pre-Transaction Notification Rules HSR Act or other Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. Notwithstanding the foregoing, in no event shall Buyer be required to hold separate or to divest any Asset, or any other Antitrust Lawsportion of the businesses, product lines or assets of Buyer or any of its Affiliates or otherwise to modify the business of Buyer or its Affiliates.

Antitrust Notification. (a) As promptly as reasonably practicable following the execution of this AgreementSubject to Section 10.2(b) hereof, Buyer and Agent, on behalf of Sellers Seller shall make use their respective reasonable best efforts to obtain all pre-transaction notification filings authorizations or waivers required under the HSR Act to consummate the transactions contemplated hereby and by the Ancillary Agreements, including, making all filings with the Antitrust Division of the Department of Justice (which shall be made "DOJ") and the Federal Trade Commission ("FTC") required in connection therewith (the initial filing to occur no later than seven five (75) Business Days after business days following the date execution and delivery of this Agreement) and any other filing under any statute, law, ordinance, rule responding as promptly as practicable to all inquiries received from the DOJ or regulation designed to prohibit, restrict FTC for additional information or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”)documentation. Each of Buyer and Sellers shall: (i) cooperate fully with each other and Seller shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission which is necessary under any Pre-Transaction Notification Rules; (ii) the HSR Act. Seller and Buyer shall keep each other appraised of the other party reasonably informed status of any communication received by such party communications with, and any inquiries or requests for additional information from, or given by such party the FTC and the DOJ. (b) Seller agrees to any Governmental Authority charged with enforcing, applying, administeringpromptly take, or investigating any Antitrust Lawcause its Subsidiaries to take, including if required by the United States Federal Trade Commission, DOJ or the United States Department of JusticeFTC, any state attorney general of any state of the United States or its staff or any other competition authority of any jurisdiction (“Antitrust Authority”)federal, and of any communication received state, local or given in connection with any proceeding by a private party related to the Antitrust Lawsforeign Governmental Entity, in each case, regarding this Agreement in order to consummate the transactions contemplated hereby and by the Ancillary Agreements, all reasonable steps (including executing agreements and submitting to judicial or administrative orders) to secure government antitrust or regulatory clearance (including executing agreements and submitting to judicial or administrative orders) to secure government antitrust or regulatory clearance (including by avoiding or setting aside any preliminary or permanent injunction or other Transaction Documents and order); except that (other than as contemplated hereby) in a manner that protects attorney-client no event shall Seller be required to taking any steps to make arrangements for or attorney work product privilege; and (iii) permit to effect the sale or other party disposition of particular assets or categories of assets or businesses of Seller or holding separate, pending such sale or other disposition of particular assets or categories of assets, businesses or voting securities of Seller or to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with incur any other Personmaterial restrictions on the conduct of business by Seller or its affiliates (a "Seller Burdensome Condition"). (c) Buyer agrees to promptly take, or cause its Subsidiaries to take, if required by the DOJ or the FTC, any state attorney general or its staff or any other federal, state, local or foreign Governmental Entity, in each case, regarding in order to consummate the Contemplated Transactions transactions contemplated hereby or by the Ancillary Agreements, all reasonable steps (including executing agreements and in a manner that protects attorney-client submitting to judicial or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts administrative orders) to ensure the prompt expiration of secure government antitrust or regulatory clearance (including by avoiding or setting aside any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions preliminary or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion with any Governmental Authority with respect to any filings, applications, investigation, permanent injunction or other inquiry regarding order); except that in no event shall Buyer be required to taking any steps to make arrangements for or to effect the Contemplated Transactions sale or filings under other disposition of particular assets or categories of assets or businesses of Buyer or holding separate, pending such sale or other disposition of particular assets or categories of assets, businesses or voting securities of Buyer or to incur any Pre-Transaction Notification Rules without giving other material restrictions on the other party reasonable prior notice conduct of the meeting business by Buyer or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate its affiliates (which, at the request of any party, shall be limited to outside antitrust counsel onlya "Buyer Burdensome Condition"). (b) The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilege. (c) No party shall take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or the expiration of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Laws.

Antitrust Notification. (a) As The Company and the Buyer Parties will, as promptly as reasonably practicable following the execution of this Agreement, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings required under the HSR Act (which shall be made no later than seven (7) five Business Days after following the date of this Agreement) , file with the FTC and the DOJ any other filing under any statute, law, ordinance, rule or regulation designed notification form required pursuant to prohibit, restrict or regulate actions the HSR Act for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”)Transactions. Each of the Company and the Buyer and Sellers shall: (i) cooperate fully with each other and shall Parties will furnish to the other each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission that is necessary under the HSR Act and will provide any Pre-Transaction Notification Rulessupplemental information requested by any Governmental Authority as promptly as reasonably practicable. The Company and the Buyer Parties will use all commercially reasonable efforts to comply as promptly as reasonably practicable with any requests, including a request for additional information and documentary material, made in connection with such filings. The Buyer Parties will be responsible for all filing fees payable in connection with the HSR Act. (b) Subject to the immediately following sentence, the Company and the Buyer Parties will use their commercially reasonable efforts to promptly obtain any HSR Approval for the consummation of the Transactions and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority and will comply promptly with any such inquiry or request; provided, however that nothing in this Agreement shall require the Buyer Parties or their Affiliates to (i) oppose any motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of the Transactions, (ii) keep enter into a consent decree, consent agreement or other agreement or arrangement containing the other party reasonably informed Buyer Parties’ or the Surviving Corporation’s agreement to hold separate, license, sell and/or divest (pursuant to such terms as may be required by any Governmental Authority) such assets or businesses of any communication received by such party from, or given by such party the Buyer Parties and its Affiliates after the Closing (including entering into customary ancillary agreements relating to any Governmental Authority charged with enforcingsuch sale, applyingdivestiture, administering, licensing or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department disposition of Justice, any attorney general of any state of the United States such assets or any other competition authority of any jurisdiction (“Antitrust Authority”businesses), and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it agreeing to any Governmental Authority such limitations on conduct or in connection with any proceeding by a private party related actions of the Buyer Parties or their Affiliates after the Closing. (c) The Parties commit to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use instruct their respective commercially antitrust counsel to cooperate with each other and use reasonable best efforts to ensure facilitate and expedite the prompt expiration identification and resolution of any applicable waiting period issues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Authorities and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Authorities and the content of any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions such contacts or filings under any Pre-Transaction Notification Rulespresentations. Neither party hereto shall initiate, or the Company nor the Buyer Parties will participate in any meeting or discussion with any Governmental Authority with respect to of any such filings, applications, investigation, investigation or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable Party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyeither Parent or the Company, shall will be limited to outside antitrust counsel only). . To the extent practicable, the Company and Parent will have the right to review (bprovided that such material (A) The parties shall take reasonable efforts may be redacted to share information protected from disclosure under remove references concerning the valuation of the parties, to comply with contractual arrangements, and to preserve attorney-client privilege, work product doctrineand (B) designated as “outside counsel only,” which materials and the information contained therein shall be given only to outside counsel and previously-agreed outside economic consultants of the recipient and will not be disclosed by such outside counsel or outside economic consultants to employees, joint defense privilege officers, or directors of the recipient without the advance written consent of the Party providing such materials) and comment on the content of any presentations, white papers or other privilege pursuant written materials to be submitted to any Governmental Authority in advance of any such submission, which comments shall be considered in good faith. Notwithstanding anything in this section so as Agreement to preserve the contrary, the Parties agree that Parent shall have the right (in its sole and absolute discretion after considering in good faith any applicable privilegecomments provided by the Company and subject to the terms of this Section 5.3.2) to devise, implement and make all strategic decisions in connection with seeking HSR Approval. (cd) No party shall take The Buyer Parties will not, and will not permit any action with Buyer Party or their respective Affiliates or Subsidiaries to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the intention assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or that could the consummation of, such acquisition, merger or consolidation would reasonably be expected to hinder or (i) impose any delay in the obtaining of, or increase the risk of clearance not obtaining, any permits, orders or any necessary approval other approvals of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the required waiting period under Transactions, or (iii) delay the Pre-Transaction Notification Rules or any other Antitrust Lawsconsummation of the Transactions.

Antitrust Notification. (a) As The Seller and the Purchaser shall file with the United States Federal Trade Commission and the United States Department of Justice, as promptly as reasonably practicable practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, Buyer the notification and Agent, on behalf of Sellers shall make all pre-transaction notification filings report form required under for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act (, which forms shall be made specifically request early termination of the waiting period prescribed by the HSR Act. The Purchaser shall file with any other Governmental Body, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than seven ten (710) Business Days after following the date execution and delivery of this Agreement) and , any other filing under filings (including any statutepre‑notification draft), lawreports, ordinance, rule or regulation designed to prohibit, restrict or regulate actions information and documentation as may be required for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “transactions contemplated hereby pursuant to any Other Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”)Regulations. Each of Buyer the Seller, the Company and Sellers shall: (i) cooperate fully with each other and the Purchaser shall furnish to the other each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Regulations. The Purchaser shall be responsible for all filing fees payable in connection with the filings described in the first two sentences of this Section 8.01(a). (b) The Seller, the Company and the Purchaser shall: (i) use their reasonable best efforts to promptly obtain any clearance required under the HSR Act and any Pre-Transaction Notification RulesOther Antitrust Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep each other apprised of the other party reasonably informed status of any communication received by such party frommaterial communications with, and any material inquiries or given by such party to requests for additional information from any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilegeBody; and (iii) permit the other party to review comply promptly with any such material inquiry or request and incorporate the other party’s reasonable comments in any communication given by it supply to any Governmental Authority Body without undue delay any additional information requested. The Purchaser agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the parties hereto to expeditiously close the transactions contemplated hereby (and for the avoidance of doubt, so as to avoid an in depth or second phase review by the relevant Governmental Body) including consenting to any divestiture or other structural or conduct relief in order to obtain clearance from any Governmental Body and, at the request of the Company, the Purchaser and its Affiliates shall be obligated to contest, administratively or in connection with court, any proceeding by a private party related to Antitrust Laws with ruling, order, or other action of any Governmental Body or any other PersonPerson respecting the transactions contemplated by this Agreement. Prior to the Closing, in each casethe Purchaser shall not, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a)shall cause its Affiliates not to, Buyer and Sellers shall each use undertake any Competitive Transaction. (c) The parties hereto commit to instruct their respective commercially counsel to cooperate with each other and use reasonable best efforts to ensure facilitate and expedite the prompt expiration identification and resolution of any applicable waiting period issues arising under the HSR Act and any Pre-Transaction Notification Rules Other Antitrust Regulations at the earliest practicable dates. Such reasonable best efforts and approval by cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions such contacts or filings under any Pre-Transaction Notification Rulespresentations. Neither party hereto the Company nor the Purchaser shall initiate, or participate in any meeting or material discussion with any Governmental Authority Body with respect to of any such filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partythe Purchaser or the Company, shall be limited to outside antitrust counsel only). . The Company and the Purchaser shall each approve the content of any filings (bas contemplated by Section 8.01(a)), material communications, presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission, provided that such materials may be redacted to (A) The parties shall take remove references to commercially or competitively‑sensitive information, and (B) address reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense attorney‑client privilege or any other privilege pursuant to this section so as to preserve any applicable privilegeconfidentiality concerns. (c) No party shall take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or the expiration of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Laws.

Antitrust Notification. (a) As promptly If a filing under the HSR Act is required, Lumos and Merck shall file, or shall cause their ultimate parent entities as reasonably defined in the HSR Act to file, as soon as practicable following (but not later than ten (10) Business Days) after the execution of this AgreementEffective Date, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings any notifications required under the HSR Act (which Act, and shall be made no later than seven (7) Business Days after respond as promptly as practicable to all inquiries or requests received from the date Federal Trade Commission, the Antitrust Division of this Agreement) and the Department of Justice or any other filing under any statute, law, ordinance, rule Governmental Entity for additional information or regulation designed to prohibit, restrict or regulate actions documentation. Each Party shall pay for the purpose fees associated with their own filings and submissions. In connection therewith, the Parties shall, or effect of preventing monopolizationshall cause their respective Affiliates to, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: (i) cooperate fully with each other and shall furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission that is necessary under any Pre-Transaction Notification Rules; the HSR Act, and (ii) keep the other party Party reasonably informed apprised of the status of any communication received by such party from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”)communications with, and of any communication received inquiries or given in connection with any proceeding by a private party related to requests for additional information from the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any applicable Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate (which, at the request of any party, shall be limited to outside antitrust counsel only)Entity. (b) The parties shall take reasonable efforts Subject to share information protected applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege Governmental Entity in connection with any filings made pursuant to Section 7.1(a) or the transactions contemplated by this section so Agreement and (ii) any requests by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. The Parties may, as they deem advisable and necessary, designate any correspondence provided to preserve the other under this Section 7.1(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any applicable privilege. (c) No party shall take analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any action with Governmental Entity regarding the intention to transactions contemplated by this Agreement by or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval on behalf of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or the expiration of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust LawsParty.

Antitrust Notification. (a) As promptly as reasonably practicable Following written notice from Parent to the Company, but no later than five (5) Business Days following the execution Agreement Date, each of this AgreementParent and the Company shall (i) file with the United Stated Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the premerger notification and report form, Buyer if any, required or permitted as a result of the Merger and Agentthe other transactions contemplated hereby, on behalf and shall include any supplemental information requested in connection therewith pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of Sellers 1976 (the “HSR Act”) and (ii) make such other filings as are requested by Parent or are necessary or advisable in other jurisdictions in order to comply with all applicable Laws relating to competition, merger control or antitrust and shall make all pre-transaction notification filings required under promptly provide any supplemental information requested by any applicable Governmental Authority relating thereto (collectively, the “Antitrust Filings”). Any such Antitrust Filing and any supplemental information relating thereto shall be in substantial compliance with the requirements of the HSR Act (which or such other applicable Laws. To the extent permitted by applicable Law, the parties shall be made no later than seven (7) Business Days after the date of this Agreement) and any other filing under any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: (i) cooperate fully with each other work together and shall furnish to the other one another such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission which is necessary under any Pre-Transaction Notification Rules; (ii) keep the HSR Act or such other party reasonably informed of any communication received by such party from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust applicable Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate (which, at the request of any party, shall be limited to outside antitrust counsel only). (b) The parties shall take use commercially reasonable efforts to share information protected from disclosure obtain any clearance required under the attorney-client privilegeHSR Act or such other applicable Laws for the Merger and the other transactions contemplated hereby, work product doctrineincluding (i) to secure the expiration or termination of any applicable waiting period under the HSR Act, joint defense privilege and, in connection therewith, the parties agree to affirmatively request early termination as part of the filing under the HSR Act; (ii) to resolve any objections asserted with respect to the Merger contemplated hereby raised by any Governmental Authority; and (iii) to prevent the entry of, and to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay the Closing. The parties shall keep one another apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ or any other privilege pursuant applicable Governmental Authority and shall comply promptly with any such inquiry or request. The Company and Parent shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to this section so as the Antitrust Filings. The Company and Parent shall each give the other reasonable advance notice of, and the opportunity to preserve participate in (directly or through its representatives) any applicable privilegeinquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Authority relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. (c) No party Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Parent or any of its Affiliates, in order to obtain any clearance required or successful termination or expiration of any review of any Governmental Authority regarding the Merger or the other transactions contemplated by this Agreement, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Effective Time, any assets, businesses or any interests in any assets or businesses, of Parent or any of its Affiliates or of the Surviving Corporation or any of its subsidiaries (or to consent to any sale, or agreement to sell, by Parent, by the Surviving Corporation or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any change in or restriction on the operation by Parent of any assets or businesses (including any assets or businesses of the Surviving Corporation or any of its subsidiaries), (ii) enter into any agreement or be bound by any obligation that Parent may deem in its sole discretion to have an adverse effect on the benefits to Parent of the Merger, or (iii) initiate or participate in any legal proceeding with respect to any such matters. (d) In the event that Parent is required, in order to obtain the consent or successful termination or expiration of any review under any Law regarding the Merger or the other transactions contemplated by this Agreement, to take any action with of the intention to actions set forth in Section 6.2(c) or that could reasonably be expected to hinder if such consent, successful termination or delay expiration has not been obtained within ninety (90) days following the obtaining date of clearance or any necessary approval of any antitrust authority Parent filing its Antitrust Filing under any Pre-Transaction Notification Rule or applicable Antitrust Law, Parent shall have the right to abandon its efforts to obtain approval under such Antitrust Law or the expiration of the required waiting period under Merger and the Pre-Transaction Notification Rules or any other Antitrust Lawstransactions contemplated by this Agreement, notwithstanding this Section 6.2. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Company.

Antitrust Notification. (a) As The Company and the Buyer Parties will, as promptly as reasonably practicable following the execution of this Agreement, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings required under the HSR Act (which shall be made no later than seven five (75) Business Days after following the date of this Agreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice ("DOJ"), any other filing under any statute, law, ordinance, rule or regulation designed notification form required pursuant to prohibit, restrict or regulate actions the HSR Act for the purpose or effect Transactions, which form will specifically request early termination of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a the waiting period or requiring prior approval before consummating prescribed by the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”)HSR Act. Each of the Company and the Buyer and Sellers shall: (i) cooperate fully with each other and shall Parties will furnish to the other each other's counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission that is necessary under the HSR Act and will provide any supplemental information requested by any Governmental Body as promptly as reasonably practicable and advisable. The Company and the Buyer Parties will each use their reasonable best efforts to comply as promptly as reasonably practicable and advisable with any requests made for any additional information in connection with such filings. Buyer will be responsible for fifty percent (50%) of all filing fees payable in connection with such filings, and the other fifty percent (50%) shall constitute Transaction Expenses. (b) The Company and the Buyer Parties each will use its reasonable best efforts to promptly obtain any HSR Approval for the consummation of the Transactions and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply as promptly as reasonably practicable with any such inquiry or request. The Company and the Buyer Parties will take, and will cause their Affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment under any Pre-Transaction Notification Rules; Law that may be asserted by any Governmental Body or any other Person so as to enable the parties to expeditiously close the Transactions, including (i) entering into a consent decree, consent agreement or other agreement or arrangement containing Buyer's or the Surviving Corporation's agreement to hold separate, license, sell and/or divest (pursuant to such terms as may be required by any Governmental Body) such assets or businesses of Buyer and its Affiliates after the Closing (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such assets or businesses), and (ii) agreeing to any such limitations on conduct or actions of members of Buyer and its Affiliates after the Closing as may be required in order to obtain satisfaction of the closing conditions set forth in Section 7.01(a) before the End Date; provided, however, that nothing in this Agreement, including this Section 9.03 or the "reasonable best efforts" or other similar standard generally, shall require, or be construed to require, the Buyer Parties to proffer to, or agree to, or to permit the Company to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate, or otherwise encumber before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Buyer. Notwithstanding anything else herein, nothing in this agreement, including this Section 9.03, shall be construed to require the Buyer Parties to undertake any efforts or take any action if the taking of such efforts or action, individually or in the aggregate, would reasonably be expected to result in a detrimental and material impact on the Company and its Subsidiaries, taken as a whole, or the Buyer and its Subsidiaries (other than the Company and its Subsidiaries), taken as a whole. (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel's undertaking, subject to applicable Law, (i) to keep the each other party reasonably appropriately informed of any communication received by material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such party from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including Bodies and the United States Federal Trade Commission, the United States Department of Justice, any attorney general content of any state of the United States such contacts or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rulespresentations. Neither party hereto shall initiate, or the Company nor the Buyer Parties will participate in any meeting or substantive discussion with any Governmental Authority Body with respect to any such filings, applications, investigation, investigation or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the such meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyeither Buyer or the Company, shall will be limited to outside antitrust counsel only). ; provided that, the Company or the Buyer Parties, as applicable, may participate in any such meeting or discussion described in the foregoing clause in the absence of such other party if, and only to the extent that, (bA) the Company or the Buyer Parties, as applicable, have made every effort in good faith to involve the other party in such meeting or discussion, (B) such other party was provided with reasonable and adequate notice of such meeting or discussion and (C) despite such efforts and reasonable and adequate notice, the involvement of such other party in any such meeting or discussion has become impracticable in the good faith opinion of the party seeking to hold such meeting or discussion. The parties shall take reasonable efforts Company will have the right to share information protected from disclosure under the review (subject to appropriate redactions for confidentiality and attorney-client privilegeprivilege concerns) and approve the content of any presentations, work product doctrinewhite papers or other written materials to be submitted to any Governmental Body in advance of any such submission. Consistent with its obligations hereunder (including its obligation to enable the parties hereto to expeditiously consummate the Transactions), joint defense privilege or Buyer shall lead all communications and strategy for dealing with the FTC and the DOJ in connection with any other privilege review pursuant to this section so as to preserve any applicable privilege. (c) No party the HSR Act; provided, however, that Buyer shall take any action act reasonably and consult in advance with the intention Company (and its outside antitrust counsel) regarding such matters and shall consider in good faith, and in Buyer's reasonable discretion incorporate, the Company's reasonable views and feedback. It is further understood and agreed that Buyer may withdraw and refile its filing under the HSR Act if, in its good faith judgment, it determines (after consultation with the Company and taking the Company's views into account), that the taking of such action would be consistent with, and would not undermine, the parties' efforts to or that could reasonably be expected to hinder or delay expeditiously consummate the obtaining of clearance or any necessary approval of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or Transactions. Notwithstanding the expiration foregoing, the written consent of the Company shall be required waiting prior to Buyer entering into any agreement with any Governmental Body pursuant to which Buyer has agreed not to consummate the Transactions for any period under the Pre-Transaction Notification Rules or any other Antitrust Lawsof time.

Antitrust Notification. (a) As The Company and Parent shall file with the United States Federal Trade Commission and the United States Department of Justice, as promptly as reasonably practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement unless otherwise agreed by the parties in writing, the notification and report form required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act. Parent shall file with any other Governmental Body, as promptly as reasonably practicable and before the expiration of any relevant legal deadline, but in no event later than fifteen (15) Business Days following the execution and delivery of this Agreement, Buyer and Agent, on behalf of Sellers shall make all any other filings (including any pre-transaction notification filings draft), reports, information and documentation as may be required under the HSR Act (which shall be made no later than seven (7) Business Days after the date of this Agreement) and any other filing under any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “transactions contemplated hereby pursuant to any Other Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”)FDI Regulations. Each of Buyer the Company and Sellers shall: (i) cooperate fully with each other and Parent shall furnish to the other each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust and FDI Regulations. Parent shall be responsible for all filing fees payable in connection with the filings described in the first two (2) sentences of this Section 10.04(a). Neither Parent, the Company, nor any of their respective Affiliates shall enter into any agreement with any Governmental Body or extend any waiting period under the HSR Act or any Pre-Transaction Notification RulesOther Antitrust and FDI Regulations without the prior written consent of the other parties hereto (such consents shall not be unreasonably conditioned, delayed, or withheld). (b) The Company and Parent shall: (i) use their reasonable best efforts to promptly obtain any clearance required under the HSR Act or any Other Antitrust and FDI Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep each other apprised of the other party reasonably informed status of any communication received by such party frommaterial communications with, and any inquiries or given by such party to requests for additional information from any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilegeBody; and (iii) permit the other party to review comply promptly with any such inquiry or request and incorporate the other party’s reasonable comments in any communication given by it supply to any Governmental Authority or in connection Body without undue delay any additional information and documentary materials that may be requested, unless mutually agreed otherwise, certify substantial compliance with any proceeding by requests for additional information and documentary materials (a private party related to Antitrust Laws with “Second Request”) or similar request under any other Personantitrust Laws that may be issued pursuant to the HSR Act or Other Antitrust and FDI Regulations. Parent agrees to use (and cause its Affiliates to use) their reasonable best efforts to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the parties hereto to expeditiously close the Merger (and for the avoidance of doubt, so as to avoid an in each case, regarding depth or Second Request review by the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(arelevant Governmental Body), Buyer and Sellers shall each use . (c) The parties hereto commit to instruct their respective commercially counsel to cooperate with each other and use reasonable best efforts to ensure facilitate and expedite the prompt expiration identification and resolution of any applicable waiting period issues arising under the HSR Act or any Pre-Transaction Notification Rules Other Antitrust and approval by FDI Regulations at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions such contacts or filings under any Pre-Transaction Notification Rulespresentations. Neither party hereto the Company nor Parent shall initiate, or participate in any meeting or discussion with any Governmental Authority Body with respect to any such filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyeither Parent or the Company, shall be limited to outside antitrust counsel only). . The Company and Parent shall each approve the content of any filings (bas contemplated by Section 10.04(a)), material communications, presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission; provided, however, that (A) The parties shall take reasonable efforts to share information protected from disclosure copies of filings made under the HSR Act need not be shared and (B) shared materials may be redacted to (x) remove references to commercially or competitively-sensitive information and (y) address reasonable attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilege. (c) No party shall take any action confidentiality concerns. Notwithstanding the foregoing, Parent shall, in all cases in good faith consultation with the intention Company, determine the overall strategy relating to any filings with or that could reasonably be expected responses to hinder inquiries or delay the obtaining of clearance requests for information made by any Governmental Body. The Company shall consult with Parent prior to making any filing or submission with any necessary approval of Governmental Body and shall not make any antitrust authority under filing or submission, or include statements in any Pre-Transaction Notification Rule filing or Antitrust Law or the expiration of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Lawssubmission, to which Parent objects.

Antitrust Notification. (ai) As The Purchaser shall, as promptly as reasonably practicable practicable, and in any event within ten (10) Business Days following the execution and delivery of this Agreement, Buyer file a request for an Advance Ruling Certificate or, in the alternative, a No Action Letter in respect of the Transactions; and, upon the request in writing by the Purchaser or the Company, each of the Purchaser and Agentthe Company shall file a notification pursuant to section 114(1) of the Competition Act as promptly as practicable, on behalf of Sellers and in any event within ten (10) Business Days following such request by the Purchaser or the Company, as the case may be, provided that the Purchaser or the Company, as the case may be, shall not make all pre-transaction notification filings required under the HSR Act such request prior to fifteen (which shall be made no later than seven (715) Business Days after filing the date request for an Advance Ruling Certificate. The Purchaser shall file with any other Governmental Body, as promptly as practicable and before the expiration of any relevant legal deadline, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement) and , any other filing under filings (including any statutepre-notification draft), lawreports, ordinance, rule or regulation designed to prohibit, restrict or regulate actions information and documentation as may be required for the purpose or effect Transactions pursuant to any Other Antitrust Regulations. (ii) Each of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions Company and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: (i) cooperate fully with each other and Purchaser shall furnish to the other each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission that is necessary under the Competition Act and any Pre-Transaction Notification Rules; Other Antitrust Regulations, including (iiA) keep keeping each other reasonably informed as to the status of the proceedings related thereto Competition Act Approval, (B) providing each other with advanced copies of and reasonable opportunity to comment on all filings, submissions, notices, information, documentation and material correspondence (including emails) submitted to or filed with any Governmental Body, (C) incorporating the reasonable suggestions made by the other party reasonably informed and their external legal counsel, and (D) promptly providing to each other copies of any communication all filings, submissions, notices, information, documentation, material correspondence (including emails) and requests received by such party from, or given by such party to from any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of JusticeBody; notwithstanding this obligation, any attorney general of any state filings, submissions, notices, information, documentation, material correspondence or requests to be provided pursuant to this Section 7.14(b) that are, in the reasonable view of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”)providing party, and of any communication received or given in connection with any proceeding by a private party related competitively sensitive, may be provided only to the Antitrust Laws, in each case, regarding this Agreement and external legal counsel and/or external experts of the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and party. (iii) permit Neither the other party to review and incorporate Purchaser nor the other party’s reasonable comments Sellers shall engage in any communication given by it to any Governmental Authority meetings or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion material discussions with any Governmental Authority with Body in respect to any filings, applications, investigation, or other inquiry regarding of the Contemplated Transactions or filings under any Pre-Transaction Notification Rules Competition Act Approval without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody, the opportunity for such other party and/or their external legal counsel to attend and participate participate. (which, at the request iv) No party to this Agreement shall extend or consent to any extension of any partyapplicable waiting or review period, shall or enter into any agreement with a Governmental Body to delay completion of the Transaction without obtaining the prior written consent of the other party (such consent not to be limited to outside antitrust counsel onlyunreasonably withheld). (bv) The parties Purchaser shall take reasonable efforts be responsible for all filing fees payable in connection with the filings described in this Section 7.14. (vi) Notwithstanding anything in this Agreement to share information protected from disclosure the contrary, Purchaser shall take, or cause to be taken, all other action and do all other things necessary, proper or advisable to obtain any clearance required under the attorney-client privilege, work product doctrine, joint defense privilege Competition Act or any other privilege pursuant to this section Other Antitrust Regulations so as to preserve enable the parties to close the Transactions as promptly as practicable, including proposing, negotiating, agreeing to and effecting, any applicable privilege. (c) No party remedy or undertaking whatsoever that may be necessary in order to obtain any clearance required under the Competition Act or any Other Antitrust Regulations by the Outside Date. Purchaser shall take not take, or cause to be taken, any action with the intention to or that could reasonably be expected to hinder increase the risk of hindering or delay delaying any clearance required under the obtaining of clearance Competition Act or any necessary approval of Other Antitrust Regulations. Notwithstanding the foregoing, the Purchaser shall not be required to take any antitrust authority action, or commit to take any action, or agree to any condition or restriction in connection with obtaining any clearance required under the Competition Act or any Pre-Transaction Notification Rule or Other Antitrust Law or Regulations that would reasonably be expected to have a material adverse impact on either (i) Forum and its Subsidiaries, taken as a whole and without giving effect to the expiration consummation of the required waiting period under Transactions, or (ii) the Pre-Transaction Notification Rules or any other Antitrust LawsCompany and its Subsidiaries, taken as a whole.

Antitrust Notification. (a) As promptly as reasonably practicable following The OpCo Purchaser and Company have filed with the execution United State Federal Trade Commission and the United States Department of Justice, the notification forms required pursuant to the HSR Act for the transactions contemplated by this Agreement, Buyer and Agent, on behalf which forms specifically request early termination of Sellers shall make all pre-transaction notification filings required under the waiting period prescribed by the HSR Act (which shall be made no later than seven (7) Business Days after the date of this Agreement) and any other filing under any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the OpCo Purchaser has made all notifications, filings, registrations or other Transaction Documents (“Pre-Transaction Notification Rules”materials required or necessary under the Foreign Competition Laws set forth on Schedule 6.7(a). Each of Buyer The Company and Sellers shall: OpCo Purchaser shall (i) cooperate fully with each other and shall cause their respective Affiliates to) furnish to the other each other’s counsel such necessary information and reasonable assistance as the other others may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the their preparation of any filing or submission that is necessary under the HSR Act or the Foreign Competition Laws set forth on Section 6.8(a) and will provide any supplemental information requested by any Governmental Body as promptly as practicable. OpCo Purchaser will use commercially reasonable efforts to comply as promptly as practicable with any requests made for any additional information in connection with such filings. OpCo Purchaser will be responsible for all filing fees payable in connection with such respective filings. (b) Subject to the immediately following sentence, the Company and each Purchaser will use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act or such Foreign Competition Laws for the consummation of this Agreement and the transactions contemplated hereby and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. OpCo Purchaser shall take the lead in coordinating any filings and obtaining any necessary approvals of any Governmental Body under the HSR Act and applicable Foreign Competition Laws and, without limiting any Pre-Transaction Notification Rulesof OpCo Purchaser’s obligations hereunder, shall determine the strategy to be pursued and lead the effort to obtain all necessary actions or nonactions and consents from Governmental Bodies in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 6.8 or otherwise in this Agreement shall require a Purchaser or its Affiliates (for purposes of this Section 6.8(b) only, including any “portfolio company” of such Purchaser and without giving effect to the proviso in the definition of “Affiliates”) (1) to propose, negotiate, effect or agree to, the sale, divestiture, license, holding separate, or other disposition or restriction of any assets or businesses of such Purchaser, its Affiliates, the Company, the OpCo Acquired Assets or the PropCo Acquired Assets; (ii2) keep the to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other party reasonably informed of Order, whether temporary, preliminary or permanent; or (3) to make any communication received by such party from, or given by such party payments to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given Bodies in connection with any proceeding by a private party related antitrust notifications other than any antitrust filing fees. (c) The Parties commit to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to ensure facilitate and expedite the prompt expiration identification and resolution of any applicable waiting period issues arising under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authoritythe HSR Act or such Foreign Competition Laws at the earliest practicable dates. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to respond promptly keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Bodies and comply (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any request for information any Governmental Authority regarding the Contemplated Transactions such contacts or filings under any Pre-Transaction Notification Rulespresentations. Neither party hereto shall initiate, or the Company nor Purchasers will participate in any meeting or discussion with any Governmental Authority Body with respect to of any such filings, applications, investigation, investigation or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable Parties prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyPurchaser or the Company, shall will be limited to outside antitrust counsel only). . Each Party will have the right to review (b) The parties shall take reasonable efforts subject to share information protected from disclosure under the appropriate redactions for confidentiality and attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilege. (cconcerns) No party shall take any action with and approve the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval content of any antitrust authority under presentations, white papers or other written materials to be submitted by the other Parties to any Pre-Transaction Notification Rule or Antitrust Law or the expiration Governmental Body in advance of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Lawssuch submission.

Antitrust Notification. (a) As The Company and Purchaser will, as promptly as reasonably practicable and no later than ten (10) Business Days following the execution date hereof, (i) file with the United States Federal Trade Commission and the United States Department of Justice, the notification form required pursuant to the HSR Act for the transactions contemplated by this Agreement, Buyer and Agent, on behalf which form will specifically request early termination of Sellers shall make all pre-transaction notification filings required under the waiting period prescribed by the HSR Act and (which shall be made no later than seven (7ii) Business Days after make all notifications, filings, registrations or other materials required or necessary under the date of this Agreement) and any other filing under any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”Foreign Competition Laws set forth on Schedule 6.5(a). Each of Buyer the Company and Sellers shall: Purchaser will (i) cooperate fully with each other and shall cause their respective Affiliates to) furnish to the other such necessary e information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission that is necessary under the HSR Act or such Foreign Competition Laws and will provide any Pre-Transaction Notification Rules; (ii) keep the other party reasonably informed of any communication received supplemental information requested by such party from, or given by such party to any Governmental Authority charged Body as promptly as practicable. Purchaser and Sellers will use reasonable best efforts to comply as promptly as practicable with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, requests made for any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given additional information in connection with any proceeding such filings. Whether or not the transactions contemplated by a private party related this Agreement are consummated, Sellers will be responsible for all filing fees payable in connection with such filings. (b) Subject to the Antitrust Lawsimmediately following sentence, in each casethe Company and Purchaser will use their reasonable best efforts to promptly obtain any clearance required, regarding or any clearance that is otherwise advisable, under the HSR Act or such Foreign Competition Laws for the consummation of this Agreement and the transactions contemplated hereby and will keep each other Transaction Documents apprised of the status of any communications with, and in any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. Purchaser will take, and will cause its Affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the Parties to expeditiously close the transactions contemplated by this Agreement, including (i) opposing any motion or action for a manner that protects attorney-client temporary, preliminary or attorney work product privilege; permanent injunction or Order against or preventing or delaying the consummation of the transactions contemplated by this Agreement, (ii) entering into a consent to hold separate, license, sell or divest (pursuant to such terms as may be required by any Governmental Body) such assets or businesses of Purchaser and its Affiliates after the Closing (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such assets or businesses), and (iii) permit agreeing to such limitations on conduct or actions of members of Purchaser and its Affiliates after the Closing as may be required in order to obtain satisfaction of the closing conditions set forth in Section 7.1(a) prior to the Outside Date. (c) The Parties commit to instruct their respective counsel to cooperate with each other party in good faith and use reasonable best efforts to review facilitate and incorporate expedite the identification and resolution of any issues arising under the HSR Act or such Foreign Competition Laws at the earliest practicable dates keep each other party’s reasonable comments in appropriately informed of communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding communications with such Governmental Bodies and the content of any communication given such communications, including any analyses, clearances, memoranda, briefs, arguments, opinions, proposals or presentations made or submitted by it to or on behalf of any Governmental Authority or Party in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions identification and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration resolution of any applicable waiting period issues arising under any Pre-Transaction Notification Rules and approval by any relevant the HSR Act, other U.S. Antitrust Authority. FurtherLaws, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rulessuch Foreign Competition Laws. Neither party hereto shall initiate, or the Company nor Purchaser will participate in any meeting or discussion with any Governmental Authority Body with respect to of any such filings, applications, investigation, investigation or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable Party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyeither Purchaser or the Company, shall will be limited to outside antitrust counsel only). . Each Party will have the right to review (b) The parties shall take reasonable efforts subject to share information protected from disclosure under the appropriate redactions for confidentiality and attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilege. (cconcerns) No party shall take any action with and approve the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval content of any antitrust authority under presentations, white papers or other written materials to be submitted to any Pre-Transaction Notification Rule or Antitrust Law or the expiration Governmental Body in advance of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Lawssuch submission.

Antitrust Notification. (a) As promptly as reasonably practicable following The Parties shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Legal Requirements to consummate the execution of transactions contemplated by this Agreement. Without limiting the foregoing, Seller and Buyer and Agentshall file, on behalf of Sellers or shall make all pre-transaction notification filings cause their ultimate parent entities as defined in the HSR Act to file, as soon as practicable (but not later than thirty (30) days) after the Effective Date, any notifications required under the HSR Act (which Act, and shall be made no later than seven (7) Business Days after respond as promptly as practicable to all inquiries or requests received from the date Federal Trade Commission, the Antitrust Division of this Agreement) and the U.S. Department of Justice or any other filing under any statuteGovernmental Entity for additional information or documentation. In connection therewith, lawthe Parties shall, ordinanceor shall cause their respective Affiliates to, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: (i) cooperate fully with each other and shall furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission that is necessary under any Pre-Transaction Notification Rules; the HSR Act, and (ii) keep the other party Party reasonably informed apprised of the status of any communication received communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. If made available by such party fromthe relevant Governmental Entity, the Parties shall request early termination of the waiting period under the HSR Act. (b) Subject to applicable confidentiality restrictions or given restrictions required by such party to applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (a) any comments or questions from any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given Entity in connection with any proceeding filings made pursuant to Section 7.01 or the transactions contemplated by a private party related to the Antitrust Laws, in each case, regarding this Agreement and (b) any request by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other Transaction Documents (or the other’s respective advisors) upon request copies of all correspondence between such Party and in a manner that protects attorney-client or attorney work product privilege; any Governmental Entity relating to the transactions contemplated by this Agreement. The Parties may, as they deem advisable and (iii) permit necessary, designate any competitively sensitive materials provided to the other party under this Section 7.01 as “outside counsel only.” Such materials and the information contained therein shall be given only to review outside counsel of the recipient and incorporate will not be disclosed by such outside counsel to employees, officers, or directors of the other party’s reasonable comments in any communication given by it recipient without the advance written consent of the Party providing such materials. In addition, to any the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, Entity regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in transactions contemplated by this Section 6.14(a), Buyer and Sellers Agreement shall each use their respective commercially reasonable efforts to ensure the prompt expiration include representatives of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, both Parties to the extent permitted by the relevant such Governmental AuthorityEntity. Subject to applicable Legal Requirements, the opportunity Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to attend and participate (which, at any Governmental Entity regarding the request transactions contemplated by this Agreement by or on behalf of any party, shall be limited to outside antitrust counsel only). (b) The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilegeParty. (c) No party Notwithstanding the foregoing, nothing in this Agreement shall take any action with require, or be construed to require, the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance Parties or any necessary approval of their respective Affiliates to offer or agree to (i) (A) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (B) any conditions relating to, or changes or restrictions in, the operations of any antitrust authority under such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any Pre-Transaction Notification Rule requirements to enter into new Contracts or Antitrust Law modify or terminate existing Contracts), including with respect to the expiration Purchased Assets and use of the required waiting period under the Pre-Transaction Notification Rules Priority Review Voucher to obtain Priority Review of a product candidate of Buyer or its Affiliates or any other Antitrust Lawsbenefit associated with the Purchased Assets or (ii) any material modification or waiver of the terms and conditions of this Agreement. (d) [***] all filing fees related to any notifications under the HSR Act.

Antitrust Notification. (a) As The Company and the Buyer Parties will, as promptly as reasonably practicable following the execution of this Agreement, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings required under the HSR Act (which shall be made no later than seven five (75) Business Days after following the date of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (“DOJ”), any other filing under any statute, law, ordinance, rule or regulation designed notification form required pursuant to prohibit, restrict or regulate actions the HSR Act for the purpose or effect Transactions, which form will specifically request early termination of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a the waiting period or requiring prior approval before consummating prescribed by the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”)HSR Act. Each of the Company and the Buyer and Sellers shall: (i) cooperate fully with each other and shall Parties will furnish to the other each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission that is necessary under the HSR Act and will provide any supplemental information requested by any Governmental Body as promptly as reasonably practicable. The Company and the Buyer Parties will use all reasonable best efforts to comply as promptly as reasonably practicable with any requests made for any additional information in connection with such filings. Buyer will be responsible for payment of the applicable filing fee required in connection with such filings. (b) Subject to the immediately following sentence, the Company and the Buyer Parties will use their reasonable best efforts to promptly obtain any HSR Approval for the consummation of the Transactions and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. The Buyer Parties will take, and will cause their Affiliates to take, any and all steps required to avoid or eliminate each and every impediment under any Pre-Transaction Notification Rules; Law that may be asserted by any Governmental Body or any other Person so as to enable the parties to expeditiously close the Transactions, including (i) opposing any motion or action for a temporary, preliminary or permanent injunction or order against or preventing or delaying the consummation of the Transactions, (ii) keep entering into a consent decree, consent agreement or other agreement or arrangement containing Buyer’s or the other party reasonably informed Surviving Corporation’s agreement to hold separate, license, sell and/or divest (pursuant to such terms as may be required by any Governmental Body) such assets or businesses of any communication received by such party from, or given by such party Buyer and its Affiliates after the Closing(including entering into customary ancillary agreements relating to any Governmental Authority charged with enforcingsuch sale, applyingdivestiture, administering, licensing or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department disposition of Justice, any attorney general of any state of the United States such assets or any other competition authority of any jurisdiction (“Antitrust Authority”businesses), and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit agreeing to such limitations on conduct or actions of members of Buyer and its Affiliates after the other party Closing as may be required in order to review and incorporate obtain satisfaction of the other party’s reasonable comments closing conditions set forth in Section 7.01(a) before the End Date; provided, that notwithstanding anything herein to the contrary, the Buyer Parties will not be required to take or agree to take or commit to take any action (including the actions described in clauses (i) - (iii) above) or to limit or agree to limit its freedom of action or that of the Company or any Subsidiary, division or Affiliate of either in any communication given by it respect to any Governmental Authority the extent such action, individually or in connection with any proceeding by a private party related the aggregate, would reasonably be expected to Antitrust Laws with any other Personhave an adverse effect that is material, in each case, regarding to the Contemplated Transactions business of Buyer or to the business of the Company and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use its Subsidiaries. (c) The parties hereto commit to instruct their respective commercially counsel to cooperate with each other and use reasonable best efforts to ensure facilitate and expedite the prompt expiration identification and resolution of any applicable waiting period issues arising under the HSR Act at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of material communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions such contacts or filings under any Pre-Transaction Notification Rulespresentations. Neither party hereto shall initiate, or the Company nor the Buyer Parties will participate in any meeting or discussion with any Governmental Authority Body with respect to of any such filings, applications, investigation, investigation or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyeither Buyer or the Company, shall will be limited to outside antitrust counsel only). The Company will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) and consent to (not to be unreasonably withheld, conditioned or delayed) the content of any presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission. (bd) The parties shall take reasonable efforts to share information protected from disclosure under Except as specifically required by this Agreement, the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so as to preserve any applicable privilege. (c) No party shall Buyer Parties will not take any action with action, or refrain from taking any action, the intention to or that effect of which could reasonably be expected to hinder delay or impede the ability of the parties to consummate the Transactions. Without limiting the generality of the foregoing, the Buyer Parties will not, and will not permit any member of the Buyer Group or their respective Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner), any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation could reasonably be expected to (i) impose any delay in the obtaining of, or increase the risk of clearance not obtaining, any permits, orders or any necessary approval other approvals of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law Governmental Body necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the required waiting period under Transactions or (iii) delay the Pre-Transaction Notification Rules or any other Antitrust Lawsconsummation of the Transactions.

Antitrust Notification. (a) As promptly as reasonably practicable following the execution of this Agreement, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings required Each party from whom a filing under the HSR Act would be required in order for the transactions contemplated hereby to be consummated lawfully shall, as promptly as practicable (which shall be made but in no event later than seven (7two Business Days) Business Days after following the date of this Agreementhereof, file with the Federal Trade Commission (the “FTC”) and any the Antitrust Division of the United States Department of Justice (the “DOJ”) all materials initially required to be filed under the HSR Act in connection with this transaction. As promptly as practicable following the date hereof, each party shall make all other filing filings necessary or appropriate under any statuteapplicable foreign Antitrust Law in connection with the transactions contemplated hereby or by the Transaction Documents. To the extent permitted by applicable Legal Requirements, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) Parties shall request expedited treatment of any country, state, province or jurisdiction of competent jurisdiction requiring a notification such filings and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: (i) cooperate fully with each other shall work together and shall furnish to the other one another such necessary information and reasonable assistance as the other may reasonably request require in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission under any Pre-Transaction Notification Rules; (ii) the HSR Act or other Antitrust Law. To the extent permitted by applicable Legal Requirements, the Parties shall keep one another apprised of the status of, and give each other party reasonably informed of any communication received by such party advance notice of, and a meaningful opportunity to review, all communications with, and all inquiries or requests for additional information from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade CommissionFTC, the United States Department of Justice, any attorney general of any state of the United States DOJ or any other competition authority of any jurisdiction (“Antitrust Authority”)applicable Governmental Entity, and of any communication received or given in connection shall comply promptly with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client such reasonable inquiry or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilegerequest. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to ensure the prompt expiration of any applicable waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, or participate in any meeting or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to To the extent permitted by the relevant Governmental AuthorityEntity, the opportunity Parties shall permit one another to attend all meetings or conferences between one or more of the Parties and participate (which, at one or more Governmental Entity under the request of any party, HSR Act or other Antitrust Law. Parent shall be limited entitled to outside antitrust counsel only)direct any proceedings or negotiations with any Governmental Entity under any Antitrust Law in connection with any transaction contemplated hereby. (b) The parties Parties shall take use commercially reasonable efforts to share information protected from disclosure obtain all clearances, actions, or nonactions required under the attorney-client privilege, work product doctrine, joint defense privilege HSR Act or any other privilege pursuant Antitrust Law to consummate the transactions contemplated hereby or by the Transaction Documents. Notwithstanding anything to the contrary contained in this section so as Agreement, Neither Company nor Parent shall have any obligation under this Agreement to: (i) divest, sell, dispose of or transfer, or cause any of their respective Affiliates to preserve divest, sell, dispose of or transfer, any applicable privilegeassets or operations, or to commit to cause any of the Parties or any of their respective Affiliates to divest, sell, dispose of or transfer any assets or operations; (ii) discontinue or cause any of their respective Affiliates to discontinue offering any product or service, or commit to cause any of the Parties or any of their respective Affiliates to discontinue offering any product or service; (iii) license or otherwise make available, or cause any of their respective Affiliates to license or otherwise make available, to any person, any Intellectual Property, or commit to cause any of the Parties or any of their respective Affiliates to license or otherwise make available to any person any Intellectual Property; (iv) hold separate or cause any of their respective Affiliates to hold separate any assets or operations (either before or after the Closing), or commit to cause any of the Parties or any of their respective Affiliates to hold separate any assets or operations; or (v) make any commitment or cause any of their respective Affiliates to make any commitment (to a Governmental Entity or otherwise) regarding the future operations of any of the Parties or the business of any of the Parties. (c) No party Parent, on the one hand, and the Company Stockholders, on the other hand, shall take equally share the payment of the filing fees required under the HSR Act and any action other filings made under any Antitrust Law in connection with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or the expiration of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Lawstransactions contemplated hereby.

Antitrust Notification. (a) As The Company and Purchaser will, as promptly as reasonably practicable (and in the case of the HSR Act filing, and only to the extent necessary, no later than ten (10) Business Days) following the execution date hereof, (i) file with the United States Federal Trade Commission and the United States Department of Justice, the notification form required pursuant to the HSR Act for the transactions contemplated by this Agreement, Buyer and Agent, on behalf which form will specifically request early termination of Sellers shall make all pre-transaction notification filings required under the waiting period prescribed by the HSR Act and (which shall be made no later than seven (7ii) Business Days after make all notifications, filings, registrations or other materials required or necessary under the date of this Agreement) and any other filing under any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”Foreign Competition Laws set forth on Schedule 6.5(a). Each of Buyer the Company and Sellers shall: Purchaser will (i) cooperate fully with each other and shall cause their respective Affiliates to) furnish to the other each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings filing or submission that is necessary under the HSR Act or such Foreign Competition Laws and will provide any Pre-Transaction Notification Rules; (ii) keep the other party reasonably informed of any communication received supplemental information requested by such party from, or given by such party to any Governmental Authority charged Body as promptly as practicable. Purchaser will use all reasonable best efforts to comply as promptly as practicable with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, requests made for any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given additional information in connection with any proceeding by such filings, including a private party related request for additional information or documentary material issued pursuant to the Antitrust LawsHSR Act regulations (i.e., a “second request”). Purchaser will be responsible for all filing fees payable in each caseconnection with such filings. Subject to the immediately following sentence, regarding the Company and Purchaser will use their reasonable best efforts to promptly obtain any clearance required under the HSR Act or such Foreign Competition Laws for the consummation of this Agreement and the transactions contemplated hereby and will keep each other Transaction Documents apprised of the status of any substantive communications with, and in any inquiries or requests for additional information from, any Governmental Body and will comply promptly with any such inquiry or request. Purchaser will take, and will cause its Affiliates to take, any and all steps necessary to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Body or any other Person so as to enable the Parties to expeditiously close the transactions contemplated by this Agreement, including (i) opposing any motion or action for a manner that protects attorney-client temporary, preliminary or attorney work product privilege; permanent injunction or Order against or preventing or delaying the consummation of the transactions contemplated by this Agreement, (ii) entering into a consent decree, consent agreement or other agreement or arrangement containing Purchaser’s agreement to hold separate, license, sell or divest (pursuant to such terms as may be required by any Governmental Body) such assets or businesses of Purchaser and its Affiliates after the Closing (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such assets or businesses), and (iii) permit agreeing to such limitations on conduct or actions of members of Purchaser and its Affiliates after the other party Closing as may be required in order to review and incorporate obtain satisfaction of the other party’s reasonable comments closing conditions set forth in any communication given by it Section 7.1(a) prior to any Governmental Authority or in connection with any proceeding by a private party related the Outside Date. The Parties commit to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use instruct their respective commercially counsel to cooperate with each other and use reasonable best efforts to ensure facilitate and expedite the prompt expiration identification and resolution of any applicable waiting period issues arising under the HSR Act or such Foreign Competition Laws at the earliest practicable dates. Such reasonable best efforts and cooperation include counsel’s undertaking (i) to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Bodies and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions such contacts or filings under any Pre-Transaction Notification Rulespresentations. Neither party hereto shall initiate, or the Company nor Purchaser will participate in any substantive meeting or discussion with any Governmental Authority Body with respect to of any such filings, applications, investigation, investigation or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable Party prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody and reasonably practicable, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyeither Purchaser or the Company, shall will be limited to outside antitrust counsel only). . The Company will have the right to review (b) The parties shall take reasonable efforts subject to share information protected from disclosure under the appropriate redactions for confidentiality and attorney-client privilegeprivilege concerns) and approve the content of any presentations, work product doctrinewhite papers or other written materials to be submitted to any Governmental Body in advance of any such submission. Purchaser will not, joint defense privilege and will not permit any member of the Purchaser Group or their respective Affiliates to, acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other privilege pursuant manner), any Person or portion thereof, or otherwise acquire or agree to this section so as to preserve acquire any applicable privilege. (c) No party shall take any action with assets, if the intention to entering into a definitive agreement relating to, or that the consummation of, such acquisition, merger or consolidation could reasonably be expected to hinder or (i) impose any delay in the obtaining of, or increase the risk of clearance not obtaining, any permits, Orders or any necessary approval other approvals of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law Governmental Body necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) increase the risk of any Governmental Body entering an Order prohibiting the consummation of the required waiting period under transactions contemplated by this Agreement or (iii) delay the Pre-Transaction Notification Rules or any other Antitrust Lawsconsummation of the transactions contemplated by this Agreement.

Antitrust Notification. (a) As The Company and the Purchaser shall: (1) use their reasonable best efforts to promptly as reasonably practicable following the execution of this Agreement, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings obtain any clearance required under the HSR Act (which shall be made no later than seven (7) Business Days after for the date consummation of this AgreementAgreement and the Transactions; (2) keep each other (including each other’s counsel) apprised of the status of any material communications with, and any other filing under material inquiries or requests for additional information from any statute, law, ordinance, rule Governmental Authority; and (3) comply promptly with any such material inquiry or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification request and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: (i) cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings under any Pre-Transaction Notification Rules; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party supply to any Governmental Authority charged with enforcingwithout undue delay any additional information requested; provided, applyinghowever, administering, or investigating any Antitrust Law, including that the United States Federal Trade Commission, Seller and the United States Department of Justice, any attorney general Purchaser shall each approve the content of any state of the United States filings, material communications, presentations, white papers or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given in connection with any proceeding by a private party related written materials to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it be submitted to any Governmental Authority in advance of any such submission; provided, further, that such materials may be redacted to (x) remove references to commercially or in connection with any proceeding by a private party related to Antitrust Laws with any other Personcompetitively-sensitive information, in each case, regarding the Contemplated Transactions and in a manner that protects (y) address reasonable attorney-client privilege or attorney work product privilegeconfidentiality concerns. Unless otherwise agreed and without limiting None of the obligations stated in this Section 6.14(a)Purchaser, Buyer and Sellers shall each use the Company or any of their respective commercially reasonable efforts to ensure the prompt expiration of Affiliates shall (i) enter into any applicable agreement with any Governmental Authority or extend any waiting period under any Pre-Transaction Notification Rules and approval by any relevant Antitrust Authority. Furtherthe HSR Act without the consent of the other parties hereto (such consents shall not be unreasonably conditioned, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts to respond promptly to and comply with any request for information any Governmental Authority regarding the Contemplated Transactions delayed or filings under any Pre-Transaction Notification Rules. Neither party hereto shall initiate, withheld) or (ii) participate in any meeting or material discussion with any Governmental Authority Authorities with respect to any such filings, applications, investigation, investigation or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable parties prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyeither the Purchaser or the Seller, shall be limited to outside antitrust counsel only). (b) The parties shall take reasonable efforts Notwithstanding anything to share information protected from disclosure under the attorney-client privilegecontrary set forth in this Agreement, work product doctrine, joint defense privilege none of Purchaser or any other privilege pursuant of its Affiliates shall be required to this section so as to preserve any applicable privilege. (c) No party shall become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or Order to: (i) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, assets, categories of assets or businesses of the intention Company Group or Purchaser or its respective Affiliates, or otherwise take or commit to or take any action that could reasonably be expected limit Purchaser’s, its Affiliates’ or the Company Group’s freedom of action with respect to, or their ability to hinder retain, one or delay more businesses, product lines or assets, (ii) terminate, modify or extend any existing relationships and contractual rights and obligations of the obtaining Company Group or Purchaser or its respective Affiliates, (iii) establish or create any relationships and contractual rights and obligations of clearance the Company Group or Purchaser or its respective Affiliates, (iv) terminate any necessary approval relevant venture or other arrangement, (v) effectuate any other change or restructuring of the Company Group, Purchaser or its respective Affiliates, (vi) enter into any agreement or stipulate to the entry of any antitrust authority under order with the U.S. Federal Trade Commission, U.S. Department of Justice or other Governmental Authority, (vii) litigate (or defend) against any Pre-Transaction Notification Rule administrative or Antitrust Law judicial action or the expiration proceeding (including any proceeding seeking a temporary restraining order or preliminary injunction) challenging any of the required waiting period under transactions contemplated by this Agreement as violative of any applicable Law, (viii) take any action as a result of any “Second Request” for additional information and documentary material from the Pre-Transaction Notification Rules U.S. Federal Trade Commission or U.S. Department of Justice, or (ix) enter into or agree to any other Antitrust Lawsremedy, condition or commitment of any kind.

Antitrust Notification. (a) As The Company and the Purchaser shall, as promptly as reasonably practicable and before the expiration of any relevant legal deadline, but in no event later than two (2) Business Days following the execution and delivery of this Agreement, Buyer file with (i) the United States Federal Trade Commission and Agentthe United States Department of Justice, on behalf of Sellers shall make all pre-transaction the notification filings and report form required under for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act, and (which shall be made no later than seven (7ii) Business Days after the date of this Agreement) and any other filing under Governmental Body, any statuteother filings, lawreports, ordinance, rule or regulation designed to prohibit, restrict or regulate actions information and documentation required for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “transactions contemplated hereby pursuant to any Other Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”)Regulations. Each of Buyer the Company and Sellers shall: (i) cooperate fully with each other and the Purchaser shall furnish to the other each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filing or submission that is necessary under the HSR Act and any Other Antitrust Regulations. The Purchaser shall be responsible for all filing fees payable in connection with the filings described in the first sentence of this Section 10.03(a). (b) The Company and the Purchaser shall: (i) use their commercially reasonable efforts to promptly obtain any clearance required under the HSR Act and any Pre-Transaction Notification RulesOther Antitrust Regulations for the consummation of this Agreement and the transactions contemplated hereby; (ii) keep each other apprised of the other party reasonably informed status of any communication received by such party fromcommunications with, and any inquiries or given by such party to requests for additional information from any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade Commission, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilegeBody; and (iii) permit the other party to review comply promptly with any such inquiry or request and incorporate the other party’s reasonable comments in any communication given by it supply to any Governmental Authority Body without undue delay any additional information requested. Each of the parties hereto shall use commercially reasonable efforts to: respond to any inquiries by any Governmental Body regarding antitrust or in connection other matters with respect to the transactions contemplated by this Agreement or any proceeding agreement contemplated hereby; avoid the imposition of any Governmental Order or the taking of any Action that would restrain, alter or enjoin the transactions contemplated by a private party related to Antitrust Laws with this Agreement or any other Person, in each case, regarding the Contemplated Transactions agreement contemplated hereby; and in a manner that protects attorney-client the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a)any agreement contemplated hereby has been issued, Buyer and Sellers shall each use to have such Governmental Order vacated or lifted. (c) The parties hereto commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to ensure facilitate and expedite the prompt expiration identification and resolution of any applicable waiting period issues arising under the HSR Act and any Pre-Transaction Notification Rules and approval by any relevant Other Antitrust AuthorityRegulations at the earliest practicable dates. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective Such commercially reasonable efforts and cooperation include counsel’s undertaking (i) to respond promptly keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Bodies, and comply (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any request for information any Governmental Authority regarding the Contemplated Transactions such contacts or filings under any Pre-Transaction Notification Rulespresentations. Neither party hereto the Company nor the Purchaser shall initiate, or participate in any meeting or discussion with any Governmental Authority Body with respect to of any such filings, applications, investigation, or other inquiry regarding the Contemplated Transactions or filings under any Pre-Transaction Notification Rules without giving the other party reasonable prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyeither the Purchaser or the Company, shall be limited to outside antitrust counsel only). The Company and the Purchaser shall each approve the content of any filings (as contemplated by Section 10.03(a)), material communications, presentations, white papers or other written materials to be submitted to any Governmental Body in advance of any such submission. (bd) The parties Notwithstanding the foregoing, nothing herein contained shall take reasonable efforts require, or be construed to share information protected from disclosure under require, the attorney-client privilege, work product doctrine, joint defense privilege Purchaser or any other privilege pursuant of its Affiliates to this section so as agree to preserve (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any applicable privilege. assets, businesses or interests of the Purchaser, the Company or any of their respective Affiliates; (cii) No party shall take any action with conditions relating to, or changes or restrictions in, the intention to operations of any such assets, businesses or that interests which, in either case, could reasonably be expected to hinder result in a Material Adverse Change or delay materially and adversely impact the obtaining of clearance economic or any necessary approval of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or business benefits to the expiration Purchaser of the required waiting period under transactions contemplated by this Agreement; or (iii) any material modification or waiver of the Pre-Transaction Notification Rules or any other Antitrust Lawsterms and conditions of this Agreement.

Antitrust Notification. (a) As promptly as reasonably practicable following the execution of this Agreement, Buyer and Agent, on behalf of Sellers shall make all pre-transaction notification filings required under the HSR Act (which shall be made no later than seven (7) Business Days after the date of this Agreement) and any other filing under any statute, law, ordinance, rule or regulation designed to prohibit, restrict or regulate actions for the purpose or effect of preventing monopolization, restraints of trade or abusing a dominant position (collectively, “Antitrust Laws”) of any country, state, province or jurisdiction of competent jurisdiction requiring a notification and observation of a waiting period or requiring prior approval before consummating the Contemplated Transactions and the other Transaction Documents (“Pre-Transaction Notification Rules”). Each of Buyer and Sellers shall: (i) cooperate fully with each other and shall furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with its determination as to whether and which Pre-Transaction Notification Rules are necessary or advisable and the preparation of any filings under any Pre-Transaction Notification Rules; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to any Governmental Authority charged with enforcing, applying, administering, or investigating any Antitrust Law, including the United States Federal Trade CommissionSeller, the United States Department of Justice, any attorney general of any state of the United States or any other competition authority of any jurisdiction (“Antitrust Authority”), Company and of any communication received or given in connection with any proceeding by a private party related to the Antitrust Laws, in each case, regarding this Agreement and the other Transaction Documents and in a manner that protects attorney-client or attorney work product privilege; and (iii) permit the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Authority or in connection with any proceeding by a private party related to Antitrust Laws with any other Person, in each case, regarding the Contemplated Transactions and in a manner that protects attorney-client or attorney work product privilege. Unless otherwise agreed and without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers Purchaser shall each use their respective commercially reasonable efforts to ensure promptly respond to any inquiry by any Governmental Body regarding any Competition Law in connection with the prompt expiration of Transaction. (b) The parties hereto shall, and shall cause their respective Affiliates to, cooperate with each other in connection with any investigation or inquiry by any Governmental Body under any applicable waiting period under any Pre-Competition Laws with respect to the Transaction Notification Rules and approval by any relevant Antitrust Authority. Further, without limiting the obligations stated in this Section 6.14(a), Buyer and Sellers shall each use their respective commercially reasonable efforts (i) to respond keep each other promptly to informed of any substantive oral communications with, and comply with provide copies of any request for information substantive written communications with, any Governmental Authority Body regarding the Contemplated Transactions Transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or filings under any Pre-Transaction Notification Rulespresentations. Neither party hereto None of Seller, the Company or Purchaser shall initiate, or participate in any meeting or material discussion with any Governmental Authority Body with respect to of any filings, applications, investigation, or other inquiry regarding relating to the Contemplated Transactions or filings under any Pre-Transaction Notification Rules transactions contemplated hereby without giving the other party reasonable parties prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental AuthorityBody, the opportunity to attend and participate in such meeting or discussion (which, at the request of any partyPurchaser or the Company, shall be limited to outside antitrust counsel only). . Subject to applicable Law, Seller, the Company and Purchaser shall each consult and cooperate with one another and consider in good faith the views of the other party, in connection with any analyses, appearances, material communications, presentations, white papers memoranda, briefs, arguments, opinions and proposals or other written materials to be made or submitted to any Governmental Body in advance of any such submission. Any materials provided pursuant to this Section 9.05(b) may be redacted to (bA) The parties shall take comply with contractual arrangements or applicable Laws, and (B) address reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only to this section so as to preserve any applicable privilege. (c) No party shall take any action with the intention to or that could reasonably be expected to hinder or delay the obtaining of clearance or any necessary approval of any antitrust authority under any Pre-Transaction Notification Rule or Antitrust Law or the expiration outside legal counsel and advisors of the required waiting period under the Pre-Transaction Notification Rules or any other Antitrust Lawsparties hereto.