Common use of Antitrust Clause in Contracts

Antitrust. (a) Each party hereto shall promptly take all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including but not limited to filing with the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect to the transactions contemplated by this Agreement, complying at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority, and cooperating, as permitted by Law, with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated hereby.

Antitrust. (ai) Each party hereto The parties acknowledge that (x) on January 27, 2025, Parent made its filings pursuant to the HSR Act and Competition Act (Canada) with respect to the Offer, on February 4, 2025, the Company made its filing pursuant to the HSR Act and on February 7, 2025, the Company made its filing pursuant to the Competition Act (Canada) with respect to the Offer, and (y) that the waiting period under the HSR Act with respect to the Offer expired on February 11, 2025 and that Parent received early termination of the waiting period from the Canadian Competition Bureau on February 10, 2025. Notwithstanding anything in this Agreement to the contrary, the Company and Parent shall make any other applicable foreign antitrust or competition Law filings as promptly take as practicable. In connection with the Transactions, Parent and the Company shall as promptly as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities with jurisdiction over enforcement of the HSR Act, any other applicable antitrust Law of the United States, or any other applicable antitrust, competition or similar Laws of any foreign jurisdiction (“Government Antitrust Entity”). Notwithstanding anything herein to the contrary, Parent and the Company shall cooperate in good faith with any Governmental Antitrust Entities and Parent and the Company shall each use its reasonable best efforts to undertake promptly any and all actions necessary action required to make complete the filings required of it Transactions expeditiously and lawfully; provided that nothing herein shall require Parent or any of its Affiliates under Subsidiaries to (v) sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (w) terminate existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (x) terminate any applicable Antitrust Laws venture or other arrangement; (y) create any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; or (z) effectuate any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in connection with this Agreement and the transactions contemplated herebyeach case, including but not limited to filing with the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect enter into agreements or stipulate to the transactions contemplated by this Agreement, complying at the earliest practicable date entry of an Order or decree or file appropriate applications with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Government Antitrust Authority, and cooperating, as permitted by Law, with one another Entity in connection with any of the foregoing), in each case, if such actions described in clauses (v) through (z) would, individually or in the aggregate, be reasonably expected to reduce, impair or eliminate in any material respect any of the benefits or advantages that Parent expects to derive from the Transactions. Parent and the Company each shall diligently assist and cooperate with the other party in preparing and filing under applicable any and all written communications that are to be submitted to any Governmental Antitrust Laws and Entities in connection with resolving the Transactions and in obtaining any investigation governmental or third-party consents, waivers, authorizations or approvals which may be required to be obtained in connection with the Transactions, which assistance and cooperation shall include: (A) timely furnishing to the other party all information that counsel to the other party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (B) promptly providing the other party with copies of all written communications to or from any Government Antitrust Entity relating to any applicable antitrust, competition or similar Laws of any foreign jurisdiction; provided that such copies may be redacted to remove references concerning the valuation of the Company, as necessary to address legal privilege or confidentiality concerns, or to comply with contractual arrangement or applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (C) keeping the other party reasonably informed of any communication received from, or given to any Government Antitrust Entity in connection with any proceeding related to any applicable antitrust, competition or similar Laws of any foreign jurisdiction, in each case regarding the Offer or the Merger; and (D) permitting the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Government Antitrust Entity or in connection with any proceeding related to any applicable antitrust, competition or similar Laws of any foreign jurisdiction, in each case regarding the Offer and the Merger. Neither Parent nor Merger Sub, on one hand, nor the Company, on the other hand, shall initiate, or agree to participate in any meeting, telephone call or discussion with any Government Antitrust Entity with respect to any filings, applications, investigation, or other inquiry concerning regarding the transactions contemplated by this Agreement initiated by Offer or the Merger or filings under or any Antitrust Authority. (b) Each applicable antitrust, competition or similar Laws of any foreign jurisdiction without giving the other party hereto shall use its commercially reasonable efforts to resolve such objectionsprior notice of the meeting or discussion and, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received extent permitted by such party fromGovernment Antitrust Entity, any Antitrust Authority the opportunity to attend and participate in such meeting, telephone call or any other Governmental Entity regarding any of the transactions contemplated herebydiscussion.

Antitrust. Notwithstanding anything in this Agreement to the contrary: (ai) Each party hereto the Company and Parent will each make their respective filings under the HSR Act within ten (10) business days of the execution of this Agreement; (ii) the Company and Parent will each make their respective filings with respect to the notices and approvals set forth on Section ‎4.6(b) of the Company Disclosure Letter by the date set forth on Section ‎4.6(b) of the Company Disclosure Letter; and (iii) the Company and Parent will make any other applicable foreign antitrust, foreign ​ ​ direct investment or competition Law filings as promptly as practicable. In connection with the Transactions, Parent and the Company shall as promptly take as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities with jurisdiction over enforcement of the HSR Act, any other applicable antitrust Law of the United States, or any other applicable antitrust, competition, foreign direct investment or similar Laws of any foreign jurisdiction (“Government Antitrust Entity”). Notwithstanding anything herein to the contrary, Parent and the Company shall cooperate in good faith with any Government Antitrust Entities and Parent and the Company shall each use its reasonable best efforts to undertake promptly any and all actions necessary action required to make avoid and eliminate each and every legal impediment under any applicable antitrust, foreign direct investment or competition Law that may be asserted by any Governmental Entity so as to enable the filings required of it parties to complete the Transactions as expeditiously as possible, and in any event prior to the Outside Date; provided that nothing in this Agreement shall require Parent or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement Subsidiaries to, and the transactions contemplated herebyCompany and its Subsidiaries shall not (without the prior written consent of Parent), including but not limited (v) sell or otherwise dispose of, or hold separate or agree to filing with sell or otherwise dispose of, assets, categories of assets or businesses of the appropriate Antitrust AuthoritiesCompany or Parent or their respective Subsidiaries; (w) terminate existing relationships, no later than contractual rights or obligations of the fifth Company or Parent or their respective Subsidiaries; (5thx) Business Day following terminate any venture or other arrangement; (y) create any relationship, contractual rights or obligations of the date hereofCompany or Parent or their respective Subsidiaries; or (z) effectuate any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, a Notification and Report Form with respect in each case, to enter into agreements or stipulate to the transactions contemplated by this Agreement, complying at the earliest practicable date entry of any Order or decree or file appropriate applications with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Government Antitrust Authority, and cooperating, as permitted by Law, with one another Entity in connection with any of the foregoing), in each case, if such actions described in clauses (v) through (z) would, individually or in the aggregate, be reasonably expected to be material to the business, condition (financial or otherwise) or results of operations of Parent and its Subsidiaries or the Company and its Subsidiaries (with materiality for this purpose being measured on the basis of a consolidated group of entities of the size and scale of a hypothetical company that is the same size as the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement). Parent and the Company each shall diligently assist and cooperate with the other party in preparing and filing under applicable any and all written communications that are to be submitted to any Governmental Antitrust Laws and Entities in connection with resolving the Transactions and in obtaining any investigation governmental or third-party consents, waivers, authorizations or approvals which may be required to be obtained in connection with the Transactions, which assistance and cooperation shall include: (A) timely furnishing to the other party all information that counsel to the other party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (B) promptly providing the other party with copies of all written communications to or from any Government Antitrust Entity relating to any applicable antitrust, competition, foreign direct investment or similar Laws of any foreign jurisdiction; provided that such copies may be redacted to remove references concerning the valuation of the Company, as necessary to address legal privilege or confidentiality concerns, or to comply with contractual arrangement or applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (C) keeping the other party reasonably informed of any communication received from, or given to any Government Antitrust Entity in connection with any proceeding related to any applicable antitrust, competition, foreign direct investment or similar Laws of any foreign jurisdiction, in each case regarding the Transactions; and (D) permitting the other party to review and incorporate the ​ ​ other party’s reasonable comments in any communication given by it to any Government Antitrust Entity or in connection with any proceeding related to any applicable antitrust, competition or similar Laws of any foreign jurisdiction, in each case regarding the Transactions. None of Parent, Titanium Merger Sub or Forward Merger Sub, on one hand, nor the Company, on the other hand, shall (1) initiate, or agree to participate in any meeting, telephone call or discussion with any Government Antitrust Entity with respect to any filings, applications, investigation, or other inquiry concerning regarding the transactions contemplated by this Agreement initiated by Transactions or filings under or any Antitrust Authority. (b) Each applicable antitrust, competition, foreign direct investment or similar Laws of any foreign jurisdiction without giving the other party hereto shall use its commercially reasonable efforts to resolve such objectionsprior notice of the meeting or discussion and, if any, as may be asserted with respect to the transactions contemplated extent permitted by this Agreement such Government Antitrust Entity, the opportunity to attend and participate in such meeting, telephone call or discussion, (2) extend any waiting period under any Antitrust Law. Without limiting the generality HSR Act without the prior written consent of the foregoingother party (such consent not to be unreasonably withheld, "commercially reasonable efforts" shall include: conditioned or delayed) or (i3) in without the case prior written consent of each of Purchaser and the Companyother party, if Purchaser or enter into any agreement with any Governmental Entity pursuant to which such party agrees not to consummate the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following Transactions. From the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement until the earlier of (a) the expiry or early termination of any waiting period (including any extension thereof and any timing agreement entered into with a Governmental Entity to delay or not to consummate the transactions entered in connection therewith) applicable to the consummation of the transactions contemplated hereby; (y) seek to prevent Mergers under the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; HSR Act and (zb) appeal and seek to have vacated or reversed as promptly as possible any such injunctionMay 29, order2026, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or neither Parent nor any of its Affiliates. (c) Each party hereto shall promptly inform Subsidiaries will acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other parties manner, any assets or Person, if the execution and delivery of any material communication made a definitive agreement relating to, or received by the consummation of, such party fromacquisition would reasonably be expected to (X) impose any material delay in obtaining, any Antitrust Authority or any other materially increase the risk of not obtaining, consent or approval of a Governmental Entity regarding necessary to consummate the Transactions, or the expiration or termination of any applicable waiting period, (Y) materially increase the risk of a Governmental Entity seeking or entering an Order prohibiting the consummation of the transactions contemplated herebyTransactions or (Z) materially increase the risk of not being able to remove any such Order on appeal or otherwise or.

Antitrust. Notwithstanding anything in this Agreement to the contrary: (ai) Each party hereto the Company and Parent will each make their respective filings under the HSR Act within ten (10) business days of the execution of this Agreement; (ii) the Company and Parent will each make their respective filings with respect to the notices and approvals set forth on Section ‎4.6(b) of the Company Disclosure Letter by the date set forth on Section ‎4.6(b) of the Company Disclosure Letter; and (iii) the Company and Parent will make any other applicable foreign antitrust, foreign direct investment or competition Law filings as promptly as practicable. In connection with the Transactions, Parent and the Company shall as promptly take as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities with jurisdiction over enforcement of the HSR Act, any other applicable antitrust Law of the United States, or any other applicable antitrust, competition, foreign direct investment or similar Laws of any foreign jurisdiction (“Government Antitrust Entity”). Notwithstanding anything herein to the contrary, Parent and the Company shall cooperate in good faith with any Government Antitrust Entities and Parent and the Company shall each use its reasonable best efforts to undertake promptly any and all actions necessary action required to make avoid and eliminate each and every legal impediment under any applicable antitrust, foreign direct investment or competition Law that may be asserted by any Governmental Entity so as to enable the filings required of it parties to complete the Transactions as expeditiously as possible, and in any event prior to the Outside Date; provided that nothing in this Agreement shall require Parent or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement Subsidiaries to, and the transactions contemplated herebyCompany and its Subsidiaries shall not (without the prior written consent of Parent), including but not limited (v) sell or otherwise dispose of, or hold separate or agree to filing with sell or otherwise dispose of, assets, categories of assets or businesses of the appropriate Antitrust AuthoritiesCompany or Parent or their respective Subsidiaries; (w) terminate existing relationships, no later than contractual rights or obligations of the fifth Company or Parent or their respective Subsidiaries; (5thx) Business Day following terminate any venture or other arrangement; (y) create any relationship, contractual rights or obligations of the date hereofCompany or Parent or their respective Subsidiaries; or (z) effectuate any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, a Notification and Report Form with respect in each case, to enter into agreements or stipulate to the transactions contemplated by this Agreement, complying at the earliest practicable date entry of any Order or decree or file appropriate applications with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Government Antitrust Authority, and cooperating, as permitted by Law, with one another Entity in connection with any of the foregoing), in each case, if such actions described in clauses (v) through (z) would, individually or in the aggregate, be reasonably expected to be material to the business, condition (financial or otherwise) or results of operations of Parent and its Subsidiaries or the Company and its Subsidiaries (with materiality for this purpose being measured on the basis of a consolidated group of entities of the size and scale of a hypothetical company that is the same size as the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement). Parent and the Company each shall diligently assist and cooperate with the other party in preparing and filing under applicable any and all written communications that are to be submitted to any Governmental Antitrust Laws and Entities in connection with resolving the Transactions and in obtaining any investigation governmental or third-party consents, waivers, authorizations or approvals which may be required to be obtained in connection with the Transactions, which assistance and cooperation shall include: (A) timely furnishing to the other party all information that counsel to the other party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (B) promptly providing the other party with copies of all written communications to or from any Government Antitrust Entity relating to any applicable antitrust, competition, foreign direct investment or similar Laws of any foreign jurisdiction; provided that such copies may be redacted to remove references concerning the valuation of the Company, as necessary to address legal privilege or confidentiality concerns, or to comply with contractual arrangement or applicable Law; and provided, further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (C) keeping the other party reasonably informed of any communication received from, or given to any Government Antitrust Entity in connection with any proceeding related to any applicable antitrust, competition, foreign direct investment or similar Laws of any foreign jurisdiction, in each case regarding the Transactions; and (D) permitting the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Government Antitrust Entity or in connection with any proceeding related to any applicable antitrust, competition or similar Laws of any foreign jurisdiction, in each case regarding the Transactions. None of Parent, Titanium Merger Sub or Forward Merger Sub, on one hand, nor the Company, on the other hand, shall (1) initiate, or agree to participate in any meeting, telephone call or discussion with any Government Antitrust Entity with respect to any filings, applications, investigation, or other inquiry concerning regarding the transactions contemplated by this Agreement initiated by Transactions or filings under or any Antitrust Authority. (b) Each applicable antitrust, competition, foreign direct investment or similar Laws of any foreign jurisdiction without giving the other party hereto shall use its commercially reasonable efforts to resolve such objectionsprior notice of the meeting or discussion and, if any, as may be asserted with respect to the transactions contemplated extent permitted by this Agreement such Government Antitrust Entity, the opportunity to attend and participate in such meeting, telephone call or discussion, (2) extend any waiting period under any Antitrust Law. Without limiting the generality HSR Act without the prior written consent of the foregoingother party (such consent not to be unreasonably withheld, "commercially reasonable efforts" shall include: conditioned or delayed) or (i3) in without the case prior written consent of each of Purchaser and the Companyother party, if Purchaser or enter into any agreement with any Governmental Entity pursuant to which such party agrees not to consummate the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following Transactions. From the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement until the earlier of (a) the expiry or early termination of any waiting period (including any extension thereof and any timing agreement entered into with a Governmental Entity to delay or not to consummate the transactions entered in connection therewith) applicable to the consummation of the transactions contemplated hereby; (y) seek to prevent Mergers under the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; HSR Act and (zb) appeal and seek to have vacated or reversed as promptly as possible any such injunctionMay 29, order2026, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or neither Parent nor any of its Affiliates. (c) Each party hereto shall promptly inform Subsidiaries will acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other parties manner, any assets or Person, if the execution and delivery of any material communication made a definitive agreement relating to, or received by the consummation of, such party fromacquisition would reasonably be expected to (X) impose any material delay in obtaining, any Antitrust Authority or any other materially increase the risk of not obtaining, consent or approval of a Governmental Entity regarding necessary to consummate the Transactions, or the expiration or termination of any applicable waiting period, (Y) materially increase the risk of a Governmental Entity seeking or entering an Order prohibiting the consummation of the transactions contemplated herebyTransactions or (Z) materially increase the risk of not being able to remove any such Order on appeal or otherwise or.

Antitrust. (a) Each To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto shall agrees to as promptly take all actions necessary to as reasonably practicable make the filings any required of it filing or any of its Affiliates application under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated herebyLaws, as applicable, including but not limited to filing with that the appropriate Antitrust Authorities, Company and SPAC each shall as promptly as reasonably practicable and no later than the fifth ten (5th10) Business Day following Days after the date hereof, initial filing of the Registration Statement with the SEC file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form with respect as required by the HSR Act. The parties hereto agree to the transactions contemplated by this Agreement, complying at the earliest supply as promptly as reasonably practicable date with any formal or informal request for additional information or and documentary material received that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by it requesting early termination of the waiting period provided for under the HSR Act where available. SPAC and the Company shall not, and shall cause their respective affiliates not to, pull and refile any filings made under the HSR Act or any other applicable Antitrust Laws without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed). (b) SPAC and the Company each shall, in connection with its Affiliates from efforts to obtain all requisite approvals and expiration or termination of waiting periods for the Transactions under any Antitrust Authority, and cooperating, as permitted by Law, use its reasonable best efforts to: (i) cooperate in all respects with one another each other party or its affiliates in connection with any filing under applicable Antitrust Laws or submission and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement inquiry, including any proceeding initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; private person; (ii) in keep the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition other reasonably informed of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, or given by such party to, any Antitrust Governmental Authority and of any communication received or given in connection with any other Governmental Entity proceeding by a private person, in each case regarding any of the transactions contemplated herebyTransactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit the other to review in advance any substantive written communication to be given by it to, and consult with each other in advance of any substantive meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give the other the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other shall keep such party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 7.13(b) may (i) be restricted to outside counsel and may be redacted to remove references concerning the valuation of the Company, (ii) be restricted to outside counsel and redacted as necessary to comply with contractual arrangements, and (iii) to the extent constituting Item 4(c) or Item 4(d) information on the HSR Act filing form, be kept confidential by the applicable party and not disclosed to the other party hereunder. Nothing in this Section 7.13 obligates any party or any of its affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any entity, facility or asset of such party or any of its affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No party shall agree to any of the foregoing measures with respect to any other party or any of its affiliates, except with SPAC’s and the Company’s prior written consent. (c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority, or the expiration or termination of any waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. Neither SPAC nor the Company may agree with any Governmental Authority to extend, toll, or stay any HSR Act waiting period without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed). The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate the Transactions, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.

Antitrust. (ai) Each party hereto Notwithstanding anything in this Agreement to the contrary: (A) the Company and Parent will each make their respective filings under the HSR Act within ten (10) business days of the execution of this Agreement; and (B) the Company and Parent shall make any applicable foreign antitrust or competition Law filings as promptly take as practicable. In connection with the Transactions, Parent and the Company shall as promptly as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities with jurisdiction over enforcement of the HSR Act, any other applicable antitrust Law of the United States, or any other applicable antitrust, competition or similar Laws of any foreign jurisdiction (“Government Antitrust Entity”). Notwithstanding anything herein to the contrary, Parent and the Company shall cooperate in good faith with any Governmental Antitrust Entities and Parent and the Company shall each use its reasonable best efforts to undertake promptly any and all actions necessary action required to make complete the filings required of it Transactions expeditiously and lawfully; provided that nothing herein shall require Parent or any of its Affiliates under Subsidiaries to (v) sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (w) terminate existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (x) terminate any applicable venture or other arrangement; (y) create any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; or (z) effectuate any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an Order or decree or file appropriate applications with any Governmental Antitrust Laws Entity in connection with this Agreement and any of the foregoing), in each case, if such actions described in clauses (v) through (z) would, individually or in the aggregate, be reasonably expected to materially reduce, impair or eliminate the benefits or advantages that Parent expects to derive from the transactions contemplated hereby. Subject to the foregoing, including but if a suit or other Action is threatened or instituted by any Governmental Antitrust Entity or any other entity challenging the validity or legality or seeking to restrain the consummation of the Transactions under the antitrust Laws of the United States or any other antitrust, competition or similar Laws of any foreign jurisdiction, Parent and Merger Sub shall use their reasonable best efforts to avoid, resist, resolve or, if necessary, defend such suit or action and shall afford the Company a reasonable opportunity to participate therein; provided that Parent shall not limited be required to filing with take any of the appropriate Antitrust Authoritiesactions described in clauses (v) through (z) of the preceding sentence to avoid, no later than resist, resolve or defend such suit or Action, if such actions would, individually or in the fifth (5th) Business Day following aggregate, be reasonably expected to materially reduce, impair or eliminate the date hereof, a Notification and Report Form with respect benefits or advantages that Parent expects to derive from the transactions contemplated by this Agreementhereby. Parent and the Company each shall diligently assist and cooperate with the other party in preparing and filing any and all written communications that are to be submitted to any Governmental Antitrust Entities in connection with the Transactions and in obtaining any governmental or third-party consents, complying at waivers, authorizations or approvals which may be required to be obtained in connection with the earliest practicable date Transactions, which assistance and cooperation shall include: (A) timely furnishing to the other party all information that counsel to the other party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (B) promptly providing the other party with copies of all written communications to or from any formal or informal request for additional information or documentary material received by it Governmental Antitrust Entity relating to the HSR Act, any other applicable antitrust Laws of the United States, or any other applicable antitrust, competition or similar Laws of its Affiliates from any Antitrust Authority, and cooperatingforeign jurisdiction; provided that such copies may be redacted to remove references concerning the valuation of the Company, as permitted by necessary to address legal privilege or confidentiality concerns, or to comply with contractual arrangement or applicable Law; and provided, with one another further, that portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (C) keeping the other party reasonably informed of any communication received from, or given to any Governmental Antitrust Entity in connection with any filing under proceeding related to the HSR Act, any other applicable antitrust Laws of the United States, or any other applicable antitrust, competition or similar Laws of any foreign jurisdiction, in each case regarding the Offer or the Merger; and (D) permitting the other party to review and incorporate the other party’s reasonable comments in any communication given by it to any Governmental Antitrust Laws and Entity or in connection with resolving any investigation proceeding related to the HSR Act, any other applicable antitrust Laws of the United States, or any other applicable antitrust, competition or similar Laws of any foreign jurisdiction, in each case regarding Offer and the Merger. Neither Parent nor Merger Sub, on one hand, nor the Company, on the other hand, shall initiate, or agree to participate in any meeting, telephone call or discussion with any Governmental Antitrust Entity with respect to any filings, applications, investigation, or other inquiry concerning regarding Offer or the transactions contemplated by this Agreement initiated by Merger or filings under the HSR Act or any Antitrust Authority. (b) Each other applicable antitrust, competition or similar Laws of any foreign jurisdiction without giving the other party hereto shall use its commercially reasonable efforts to resolve such objectionsprior notice of the meeting or discussion and, if any, as may be asserted with respect to the transactions contemplated extent permitted by this Agreement under any such Governmental Antitrust Law. Without limiting Entity, the generality of the foregoingopportunity to attend and participate in such meeting, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser telephone call or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof;discussion. (ii) in Parent shall pay the case of the Company only, subject applicable fees pursuant to the compliance by Purchaser with this Section 5.7HSR Act and any other applicable antitrust, not frustrating competition or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition similar Laws of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; foreign jurisdictions. Both Company and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser Parent shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses request early termination of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto applicable waiting period under the HSR Act and, if applicable, shall promptly inform the other parties request early termination of any material communication made towaiting period under any applicable foreign antitrust, competition or received by such party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated herebysimilar Law.

Antitrust. (a) Notwithstanding anything contained in Section 7.10 of this Agreement to the contrary, the Acquiror and the Company each agree to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or required by the United States Federal Trade Commission (the "FTC") or the United States Department of Justice (the "DOJ") in connection with the expiration or termination of the waiting period under the HSR Act as a result of the transactions contemplated by this Agreement; provided, however, that nothing set forth in this Section 7.11 shall be construed so as to preclude, prevent or otherwise limit the Acquiror or Newco from instituting or prosecuting or defending a suit or claim in good faith with respect to any suit, objection, requirement or other action by the FTC, the DOJ, any other such governmental authority or any private party with respect to the transactions contemplated hereby. The Acquiror shall pay all filing fees incurred in connection with such filings under the HSR Act. Each party hereto shall promptly take all actions necessary to make inform the filings required other of it any material communication from the FTC, the DOJ or any other government or governmental authority regarding any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including but not limited to filing with . If either the appropriate Antitrust Authorities, no later than Acquiror or the fifth (5th) Business Day following the date hereof, Company or any of their respective affiliates receives a Notification and Report Form request for additional information or documentary material from any such government or governmental authority with respect to the transactions contemplated by this Agreement, complying at then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the earliest practicable date other party, an appropriate response in compliance with such request. The Acquiror shall advise the Company, and the Company shall advise the Acquiror, promptly in respect of any formal understandings, undertakings or informal request for additional information agreements (oral or documentary material received by written) which it proposes to make or enter into with the FTC, the DOJ or any of its Affiliates from any Antitrust Authority, and cooperating, as permitted by Law, with one another other governmental authority in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by hereby. Except as otherwise provided in this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts Section 7.11, the Acquiror agrees to resolve such objections, if any, any objections as may be asserted with respect to the transactions contemplated hereby under the Antitrust Laws (as defined hereafter) by this Agreement under any the applicable government or governmental authority (including, without limitation, the Antitrust Law. Without limiting the generality Division of the foregoing, "commercially reasonable efforts" shall include: (i) DOJ or the FTC). Except as otherwise provided in the case of each of Purchaser and the Companythis Section 7.11, if Purchaser any suit is threatened or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, instituted challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated hereby as violative of any Antitrust Law, the Acquiror shall take such action (including, without limitation, agreeing to hold separate or to divest any of the businesses, stores, products or assets of the Acquiror or any of its affiliates or of the Company or the Subsidiary) as may be required (i) by the applicable government or governmental authority (including, without limitation, the Antitrust Division of the DOJ or the FTC) in order to resolve such objections as such government or governmental authority may have to such transactions under such Antitrust Law, or (ii) by any court or similar tribunal, in any suit brought by a private party or governmental authority challenging the transactions contemplated hereby as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of any of such transactions. The entry by a court, in any suit brought by a private party or governmental authority challenging the transactions contemplated hereby as violative of any Antitrust Law, of an order or decree permitting the transactions contemplated hereby., but requiring that any of the businesses, product lines or assets of the Acquiror or any of its affiliates or of the Company or the Subsidiary be divested or held separate by the Acquiror, or that would otherwise limit the Acquiror's freedom of action with respect to, or its ability to retain, the Company and the Subsidiary or any portion thereof or any of the Acquiror's or its affiliates' other assets or businesses, shall not be deemed a failure to satisfy

Antitrust. (ai) Each party hereto shall promptly take all actions necessary (A) Parent will or will cause its ultimate parent entity (as defined under the HSR Act) to make its respective filings under the HSR Act within fifteen (15) Business Days of the execution of this Agreement; and (B) the Company and Parent shall, as promptly as practicable, make, or cause to be made, any filing required by Applicable Laws of any jurisdiction designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or similar filings with the applicable Governmental Entity (“Antitrust Law”). In connection with the Transactions, Parent and the Company shall (and shall cause their respective Affiliates to) as promptly as practicable comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities with jurisdiction over enforcement of the HSR Act or any other Antitrust Law (“Government Antitrust Entity”). Parent and the Company shall cooperate in good faith with any Government Antitrust Entities and Parent and the Company shall each use its reasonable best efforts to undertake promptly any and all action required of it to complete the Transactions expeditiously and lawfully; provided, however, nothing herein shall require Parent or any of its Affiliates under Subsidiaries to (v) sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (w) terminate existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (x) terminate any applicable Antitrust Laws venture or other arrangement; (y) create any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; or (z) effectuate any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in connection with this Agreement and the transactions contemplated herebyeach case, including but not limited to filing with the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect enter into agreements or stipulate to the transactions contemplated by this Agreement, complying at the earliest practicable date entry of an Order or decree or file appropriate applications with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Government Antitrust Authority, and cooperating, as permitted by Law, with one another Entity in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof;). (ii) Parent and the Company each shall use its reasonable best efforts to assist and cooperate with the other Party in preparing and filing any and all written communications that are to be submitted to any Government Antitrust Entities in connection with the Transactions and in obtaining any consents, waivers, authorizations or approvals of any Governmental Entity or third party which may be required to be obtained in connection with the Transactions, which assistance and cooperation shall include: (A) timely furnishing to the other Party all information that counsel to the other Party reasonably determines is required to be included in such documents or, upon the advice of legal counsel, would be reasonably likely to increase the likelihood of obtaining such required consent, waiver, authorization or approval; (B) promptly providing the other Party with copies of all written communications to or from any Government Antitrust Entity relating to the HSR Act or any other Antitrust Law; (C) keeping the other Party reasonably informed of any communication received from, or given to any Government Antitrust Entity in connection with any proceeding related to the HSR Act or any other Antitrust Law, in each case regarding the Offer or the Merger; and (D) permitting the other Party to review and consider in good faith the other Party’s reasonable comments in any communication given by it to any Government Antitrust Entity or in connection with any proceeding related to the HSR Act or any other Antitrust Law, in each case regarding the Offer and the Merger; provided, however, documents may be redacted to remove references concerning the valuation of the Company Company, as necessary to address legal privilege or confidentiality concerns, or to comply with contractual arrangement or Applicable Law; and provided, further, portions of such copies that are competitively sensitive may be designated as “outside antitrust counsel only”. Neither Parent nor Merger Sub, subject on one hand, nor the Company, on the other hand, shall initiate, or agree to participate in any meeting, telephone call or discussion with any Government Antitrust Entity with respect to any filings, applications, investigation, or other inquiry regarding the Offer or the Merger or filings under the HSR Act or any other Antitrust Law without, to the compliance extent practicable, giving the other Party reasonable prior notice of the meeting or discussion and, to the extent permitted by Purchaser with this Section 5.7such Government Antitrust Entity, not frustrating the opportunity to attend and participate in such meeting, telephone call or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; anddiscussion. (iii) in Parent shall pay the case of each of Purchaser applicable fees pursuant to the HSR Act and any other Antitrust Law. Both the CompanyCompany and Parent shall, using all commercially reasonable efforts to (x) defend against any lawsuitsif available, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition request early termination of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding applicable waiting period under the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its AffiliatesHSR Act. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated hereby.

Antitrust. (a) Each To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto shall agrees to promptly take all actions necessary to make the filings any required of it filing or any of its Affiliates application under any applicable Antitrust Laws in connection with this Agreement Laws, as applicable, and the transactions contemplated hereby, including but not limited to filing with the appropriate Antitrust Authorities, no later than the fifth ten (5th10) Business Day following Days after the date hereofof this Agreement, the Company and Pace each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act; provided, if the Closing occurs, the fees of each Party will be paid in accordance with respect Section 11.03. The parties hereto agree to the transactions contemplated by this Agreement, complying at the earliest supply as promptly as reasonably practicable date with any formal or informal request for additional information or and documentary material received that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by it requesting early termination of the waiting period provided for under the HSR Act. (b) Pace and the Company each shall, in connection with its efforts to obtain all Requisite Nerdy Approvals and expiration or any termination of its Affiliates from waiting periods for the Transactions under any Antitrust Authority, and cooperating, as permitted by Law, use its reasonable best efforts to: (i) cooperate in all respects with one another each other party or its affiliates in connection with any filing under applicable Antitrust Laws or submission and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement inquiry, including any proceeding initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; private person; (ii) in keep the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition other reasonably informed of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, or given by such party to, any Antitrust Governmental Authority and of any communication received or given in connection with any other Governmental Entity proceeding by a private person, in each case regarding any of the transactions contemplated herebyTransactions, and promptly furnish the other with copies of all such written communications (with the exception of the filings, if any, submitted under the HSR Act); (iii) permit the other to review in advance any written communication to be given by it to, and consult with each other in advance of any meeting or video or telephonic conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give the other the opportunity to attend and participate in such in person, video or telephonic meetings and conferences; (iv) in the event a party is prohibited from participating in or attending any in person, video or telephonic meetings or conferences, the other shall keep such party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority; provided that materials required to be provided pursuant to this Section 9.11(b) may be restricted to outside counsel and may be redacted (A) to remove references concerning the valuation of the Company, and (B) as necessary to comply with contractual arrangements. (c) No party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority, or the expiration or termination of any waiting period under Antitrust Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in any other person. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate the Transactions, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.

Antitrust. (a) Each party hereto Parent and Company shall, and shall promptly take cause their respective Subsidiaries to, use their respective reasonable best efforts to take, or cause to be taken, all actions necessary reasonable actions, and to make the filings required of it do, or any of its Affiliates cause to be done, all reasonable things necessary, proper, or advisable under any applicable Antitrust Laws to consummate and make effective the Offer or the Merger as promptly as practicable and in connection with this Agreement and any event prior to the transactions contemplated herebyExtended Termination Date, including but not limited (i) preparing and filing all forms, registrations and notifications to filing with the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect to the transactions contemplated by this Agreement, complying at the earliest practicable date or with any formal Governmental Authority required to be filed to consummate the Offer or informal request for additional information the Merger, (ii) using reasonable best efforts to satisfy the conditions to consummating the Offer or documentary material received by it the Merger, (iii) using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, authorization, expiration or termination of a waiting period, permit, order or approval of, waiver or any of its Affiliates from exemption by, any Antitrust Governmental Authority, and cooperating, as permitted by Law, with one another in connection with (iv) defending any filing under applicable Antitrust Laws and in connection with resolving any investigation lawsuits or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyOffer or the Merger. In connection with the foregoing, each of Parent and the Company and their respective Subsidiaries shall file with the FTC and the Antitrust Division of the DOJ the Notification and Report Form required under the HSR Act relating to the Transactions as promptly as practicable (but in no event later than ten (10) Business Days after the date of this Agreement) and such filings shall specifically request early termination of the waiting period. Neither Parent, the Company, nor their respective Affiliates will withdraw any such notices, reports, filings or applications (including its Notification and Report Form under the HSR Act) without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned, or delayed. (b) Each of Parent and the Company shall, and shall cause their respective Subsidiaries to, (i) promptly furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any governmental filings, submissions or other documents, including any follow-up request for information in respect of any government filing, submission or other document, subject to the limitations herein; (ii) give the other reasonable prior notice of any such filing, submission or other document and, to the extent reasonably practicable, of any communication with or from any Governmental Authority regarding the Offer or the Merger. Subject to the limitations herein, each of Parent and Company shall permit the other to review (to the extent not prohibited by applicable Law or by the applicable Governmental Authority) and discuss in advance, and consider in good faith the views, and secure the participation, of the other Party in connection with any such filing, submission, document or substantive communication (but not including routine communications); and (iii) to the extent not prohibited by applicable Law or by the applicable Governmental Authority, furnish to the other copies of all filings, submissions, correspondence and communications with any Governmental Authority. In exercising the foregoing rights, each of the Parties shall act reasonably and as promptly as practicable; provided that materials may be redacted (x) to remove references concerning the valuation of Company; (y) seek as necessary to prevent the entry comply with contractual arrangements or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entityapplicable Laws; and (z) appeal as necessary to address reasonable attorney-client or other privilege concerns. Each Party may also, as it deems advisable or necessary, reasonably designate material provided to the other Party as “Outside Counsel Only Material.” Each of Parent and seek the Company shall cooperate in providing an appropriate response to have vacated any inquiry from a Governmental Authority including informing the other Party as soon as practicable of any such investigation or reversed inquiry, and consulting in advance, to the extent practicable, before making any presentations or submissions to a Governmental Authority. In addition, each of the Parties will give reasonable prior notice to and consult with the other in advance of any meeting, conference or substantive communication with any Governmental Authority in connection with the Transactions and to the extent not prohibited by applicable Law or by the applicable Governmental Authority, not participate or attend any meeting or conference, or engage in any substantive communication, with any Governmental Authority in connection with the Transactions without offering the other Party the possibility to participate, attend or engage in such meetings, conferences or communications, and in the event one Party is prohibited from, or unable to participate, attend or engage in, any such meeting, conference or substantive communication, keep such Party apprised with respect thereto. (c) Without limiting the generality of paragraph (a), Parent and Merger Sub agree to take or cause to be taken promptly any and all reasonable steps necessary, proper or advisable to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers or waiting period expirations or terminations under the HSR Act or any other Antitrust Law, so as to enable the parties to close the Transactions as promptly as possible practicable (and in any such injunction, order, stay event by or other restraint or prohibition that is not yet final and nonappealablebefore the Extended Termination Date). The parties agree that, notwithstanding Without limitation to the foregoing, Purchaser Parent and Merger Sub shall (and shall cause their respective Subsidiaries to), to the extent necessary to obtain any clearances, consents, approvals and waivers or waiting period expirations or terminations as may be required under the HSR Act or any other Antitrust Law as promptly as practicable, and in any event by or before the Extended Termination Date, use their reasonable best efforts to, (i) sell, license, divest or dispose of or hold separate any assets, Intellectual Property Rights or businesses, (ii) terminate, amend or assign any existing relationships or contractual rights or obligations, (iii) change or modify any course of conduct regarding future operations, (iv) otherwise take any action that would limit the freedom of action with respect to, or the ability to retain, one or more businesses, assets or rights of any entity or interests therein and (v) commit to take any such action in the foregoing clauses (i), (ii), (iii) or (iv); provided, however, notwithstanding anything to the contrary contained in Section 6.2, that Parent and Merger Sub shall not be obligated required to take any of the actions in the foregoing clauses (i), (ii), (iii) or (iv) with respect to the Company (including, after the Effective Time, the Surviving Corporation) unless such action (A) is necessary to obtain required clearances or waiting period expirations or terminations as may be required under the HSR Act or any foreign Antitrust Law by or before the Extended Termination Date and (B) would not, individually or in the aggregate, reasonably be expected to be materially detrimental to the benefits to be derived by Parent and its affiliates as a result of the Transactions. Notwithstanding anything to the contrary contained in this Agreement to hold separateSection 6.2(c), divestnone of Parent, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary Merger Sub or any of their respective Subsidiaries shall be required to, and the Company may not and may not permit any Subsidiary to, without the prior written consent of Parent, take any action, or commit to take any action, or agree to any condition or limitation contemplated in this Section 6.2(c) that is not conditioned on the consummation of Purchaser the Transactions. (d) None of the Company, Parent, Merger Sub, or any of its Affiliates. (c) Each party hereto their respective Subsidiaries, shall promptly inform the acquire or make any investment in any corporation, partnership, limited liability company or other parties of any material communication made to, or received by such party from, any Antitrust Authority business organization or any other Governmental Entity regarding any division or assets thereof, that would reasonably be expected to materially delay the satisfaction of the transactions contemplated herebyconditions contained in Article VII or materially adversely affect the consummation of the Transactions. Nothing in this Section 6.2(d) shall apply to any agreements listed on Section 6.2(d) of the Parent Disclosure Letter.

Antitrust. (a) Each party hereto shall promptly take all actions necessary to make the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement Parent, Merger Sub, Sister Sub and the transactions contemplated hereby, including but not limited to filing with the appropriate Antitrust Authorities, Company will promptly (and in no event later than the fifth five (5th5) Business Day Days following the date hereof) make all filings, notices, petitions, statements, registrations, submissions of information, applications or submissions of other documents required by any Governmental Entity set forth on Schedule 4.7(a) hereto, including an appropriate filing of a Notification and Report Form with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) as required by the HSR Act with respect to the transactions contemplated by this AgreementAgreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act (collectively, complying at the earliest practicable date “Antitrust Filings”). Each of Parent and Company will use reasonable best efforts to cause all Antitrust Filings that it is responsible for filing with any formal or informal request for additional information or documentary Governmental Entity under this Section 4.7 to comply in all material received by it or any of its Affiliates from any Antitrust Authority, and cooperating, as permitted by respects with all applicable Law, with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto As promptly as is practicable after receiving any request from the DOJ or the FTC for information, documents, or other materials in connection with the review of the Merger, Parent or the Company, as the case may be, shall use its commercially reasonable efforts to resolve comply with such objections, if any, as may be asserted request. The Company and Parent shall each cooperate reasonably with respect the other in connection with resolving any inquiry or investigation by the DOJ or the FTC relating to the transactions contemplated Merger. The Company and Parent shall each promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with the DOJ or the FTC relating to the Merger. The Company and Parent shall each give the other reasonable advance notice of, and the reasonable opportunity to participate in (directly or through its representatives) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, the DOJ or the FTC relating to the Merger, consistent with applicable Laws. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement under any Antitrust Law. Without limiting shall require or be construed to require Parent, in order to obtain the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser consent or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition successful termination of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by review of any Governmental Entity; and (z) appeal and seek Entity regarding the Merger, to have vacated sell or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divestor agree to sell or hold separate, license before or cause a third party to purchase assets and/or after the Effective Time of the Merger, any assets, businesses of any Operating Subsidiary or any interests in any assets or businesses, of their respective Subsidiaries or of Purchaser Parent or any of its Affiliates, the Transitory Surviving Corporation or the Surviving Company (or to consent to any sale, or agreement to sell, by Parent or by the Transitory Surviving Corporation or the Surviving Company 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 Transitory Surviving Corporation and the Surviving Company), if doing so would reasonably be expected to have a material adverse effect on Parent’s ability to receive the anticipated benefits of the Merger and the Subsequent Merger. (cd) Each party hereto shall promptly inform In the other parties event that Parent is required, in order to obtain the consent or successful termination of any material communication made toreview regarding the Merger, or received by such party from, any Antitrust Authority or any other Governmental Entity regarding to take any of the transactions contemplated herebyactions set forth in Section 4.7(c), Parent shall have the right to abandon its efforts to obtain approval of the Merger, notwithstanding this Section 4.7. If Parent so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Company.

Antitrust. (a) Notwithstanding anything contained in Section 7.10 of this ------------ Agreement to the contrary, the Acquiror and the Company each agree to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or required by the United States Federal Trade Commission (the "FTC") or the United States Department of Justice (the "DOJ") in connection with the expiration or termination of the waiting period under the HSR Act as a result of the transactions contemplated by this Agreement; provided, however, that nothing set forth in this Section 7.11 shall be construed so as to preclude, prevent or ------------ otherwise limit the Acquiror or Newco from instituting or prosecuting or defending a suit or claim in good faith with respect to any suit, objection, requirement or other action by the FTC, the DOJ, any other such governmental authority or any private party with respect to the transactions contemplated hereby. The Acquiror shall pay all filing fees incurred in connection with such filings under the HSR Act. Each party hereto shall promptly take all actions necessary to make inform the filings required other of it any material communication from the FTC, the DOJ or any other government or governmental authority regarding any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby, including but not limited to filing with . If either the appropriate Antitrust Authorities, no later than Acquiror or the fifth (5th) Business Day following the date hereof, Company or any of their respective affiliates receives a Notification and Report Form request for additional information or documentary material from any such government or governmental authority with respect to the transactions contemplated by this Agreement, complying at then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the earliest practicable date other party, an appropriate response in compliance with such request. The Acquiror shall advise the Company, and the Company shall advise the Acquiror, promptly in respect of any formal understandings, undertakings or informal request for additional information agreements (oral or documentary material received written) which it proposes to make or enter into with the FTC, the DOJ or any other governmental authority in connection with the transactions contemplated hereby. Except as otherwise provided in this Section ------- 7.11, the Acquiror agrees to resolve any objections as may be asserted with ---- respect to the transactions contemplated hereby under the Antitrust Laws (as defined hereafter) by it the applicable government or governmental authority (including, without limitation, the Antitrust Division of the DOJ or the FTC). Except as otherwise provided in this Section 7.11, if any suit is threatened or ------------ instituted challenging any of the transactions contemplated hereby as violative of any Antitrust Law, the Acquiror shall take such action (including, without limitation, agreeing to hold separate or to divest any of the businesses, stores, products or assets of the Acquiror or any of its Affiliates from any affiliates or of the Company or the Subsidiary) as may be required (i) by the applicable government or governmental authority (including, without limitation, the Antitrust Authority, and cooperating, Division of the DOJ or the FTC) in order to resolve such objections as permitted by such government or governmental authority may have to such transactions under such Antitrust Law, with one another or (ii) by any court or similar tribunal, in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation suit brought by a private party or other inquiry concerning governmental authority challenging the transactions contemplated by this Agreement initiated by hereby as violative of any Antitrust AuthorityLaw, in order to 1. Notwithstanding anything contained in this ----------- Agreement to the contrary, the Company shall in no event prior to the date on which the Offer is consummated be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Subsidiary or any portion thereof, or any of its other assets, stores, businesses or products. (b) Each party hereto For purposes of this Agreement, "Antitrust Laws" shall use its commercially reasonable efforts to resolve such objections, if anymean and include the ▇▇▇▇▇▇▇ Act, as may be asserted with respect amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality purpose or effect of the foregoing, "commercially reasonable efforts" shall include: (i) in the case monopolization or restraint of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliatestrade. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated hereby.

Antitrust. (a) Each party hereto shall promptly take all actions necessary to make Upon the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement terms and the transactions contemplated hereby, including but not limited to filing with the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect subject to the transactions contemplated by conditions of this Agreement, complying at each of the earliest practicable date with any formal parties hereto shall use its respective best efforts to take, or informal request for additional information cause to be taken, all actions and to do, or documentary material received by it or any of its Affiliates from any Antitrust Authoritycause to be done, and cooperatingcooperate with each other in order to do, as permitted by Lawall things necessary, with one another in connection with any filing proper or advisable under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning Law to consummate the transactions contemplated by this Agreement initiated at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed (or where pre-notification or equivalent procedures are mandatory or advisable) to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act or any other Antitrust Law; (ii) using best efforts to defend all Actions by or before any Antitrust Authority. Governmental Entity challenging this Agreement or the consummation of the Merger; and (biii) Each party hereto shall use its commercially reasonable using best efforts to resolve such objections, if any, as may be any objection asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting Law raised by any Governmental Entity and to prevent the generality entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the foregoing, "commercially reasonable efforts" shall include:transactions contemplated by this Agreement. (ib) In furtherance and not in limitation of the case provisions of Section 5.6(a), each of Purchaser Parent and the Company, if Purchaser or as applicable, shall prepare and file as promptly as practicable (and in any event no later than ten (10) calendar days after the date of this Agreement, unless such tenth calendar day does not fall on a Business Day, in which case the parties may file on the first subsequent Business Day) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and shall prepare and file as promptly as practicable (and in any event no later than January 15, 2025 with respect to initial filings) appropriate filings (in draft form, where applicable) under the Antitrust Laws in the jurisdictions set forth in Section 3.4(b) of the Company Disclosure Letter. Parent shall pay all filing fees and other charges for the filings required under the Antitrust Laws by the Company and Parent. Parent shall act as common representative of both Parent and the Company in connection with the filing with COFECE. (c) If a party hereto receives a formal request for additional information or documentary material from an Antitrust Authorityany Governmental Entity with respect to this Agreement or the transactions contemplated hereby, substantially complying including but not limited to a “Second Request” under the HSR Act, then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, a response which is, at a minimum, in substantial compliance with such formal request within request. (d) Each of Parent and the Company shall keep the other party apprised of the status with respect to the matters set forth in this Section 5.6 and work cooperatively in connection with obtaining the approvals of or clearances from each applicable Governmental Entity, including: (i) cooperating reasonably with each other in connection with filings or submissions with a reasonable period of time following Governmental Entity in connection with the date of its receipt thereoftransactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the transactions contemplated by this Agreement; (ii) furnishing to the other party all information within its possession that is required for any application or other filing to be made by the other party pursuant to applicable Law in connection with the case transactions contemplated by this Agreement; (iii) promptly notifying each other of any material communications from or with any Governmental Entity with respect to the matters set forth in this Section 5.6 and ensuring to the extent permitted by Law or Governmental Entity that each of the Company only, subject parties is entitled to attend any material meetings with or other material appearances before any Governmental Entity with respect thereto; (iv) consulting with one another prior to taking any material position with respect to the compliance by Purchaser with this filings under the HSR Act or filings under other Antitrust Laws set forth in Section 5.75.6(b), not frustrating or impeding strategy or negotiating positions and permitting the other parties’ legal counsel to review and discuss in advance, and consider in good faith the views of Purchaser the other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted to any Governmental Entity with respect to filings under the HSR Act or under any other Antitrust AuthorityLaws; and (iiiv) without prejudice to any rights of the parties hereunder, consulting and cooperating in all material respects with the case of each of Purchaser other in defending all lawsuits and the Company, using all commercially reasonable efforts to (x) defend against other proceedings by or before any lawsuits, actions or proceedings, judicial or administrative, Governmental Entity challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement. (e) In addition, Parent shall take, or cause to be taken, all other action and shall do, or cause to be done, all other things necessary, proper, or advisable under all Antitrust Laws to consummate the transactions contemplated by this Agreement. Notwithstanding the forgoing and anything to the contrary contained in this Agreement, without limiting the obligations of Parent and Merger Sub under this Section 5.6, Parent shall control and lead, in consultation with the Company, the strategy and content of any substantive communications with any Governmental Entity with respect to obtaining the expiration of any applicable waiting periods and all other approvals and any other consents required to be obtained in order for the parties hereto to consummate the transactions contemplated by this Agreement. (f) Except as specifically required by this Agreement, Parent and the Company shall not, and Parent shall cause its Affiliates not to, knowingly take any action, or knowingly refrain from taking any action, the effect of which would be reasonably expected to materially delay or impede the ability of the parties hereto to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Parent shall not, and shall cause its Affiliates not to, acquire or agree to acquire (by merger, consolidation, purchase of equity interests or assets, joint venture or otherwise) any Person or any business, division or portion thereof, if such acquisition or agreement would reasonably be expected to (i) impose any material delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, qualification or order from a Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Entity entering an order prohibiting or delaying the consummation of the transactions contemplated by this Agreement or (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise. (g) Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Parent under this Section 5.6 shall include Parent committing to: (i) selling, divesting or otherwise conveying assets, categories, portions or parts of assets or businesses of Parent and its Affiliates; (yii) seek agreeing to prevent sell, divest or otherwise convey any asset, category, portion or part of an asset or business of the entry Surviving Corporation and its Subsidiaries contemporaneously with or imposition subsequent to the Effective Time; (iii) permitting the Company to sell, divest or otherwise convey any of the particular assets, categories, portions or parts of assets or business of the Company or any preliminary injunctionof its Subsidiaries prior to the Effective Time; (iv) licensing, temporary restraining orderholding separate or entering into similar arrangements with respect to its respective assets or the assets of the Company or the conduct of business arrangements or terminating any existing relationships and contractual rights and obligations; and (v) obtaining prior approval from a Governmental Entity, stay or other legal restraint submitting a notification or prohibition by otherwise notifying any Governmental Entity; and , prior to consummating any future transaction (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding than the foregoing, Purchaser shall not be obligated transactions contemplated by this Agreement) (the actions described in the foregoing clauses (i) through (v), the “Remedy Actions”); provided, however, that notwithstanding anything to the contrary in this Agreement, nothing in this Agreement to hold separateshall require Parent and its Affiliates, divestMerger Sub, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary the Company or any of their respective Subsidiaries to (1) sell, divest or otherwise dispose of, hold separate, enter into any licensing or similar agreement with respect to, restrict the ownership or operation or otherwise convey any asset, category, portion or part of Purchaser an asset or business of Parent, the Company, or the Surviving Corporation and its Subsidiaries that generated, individually or in the aggregate, net sales in excess of $275,000,000 during the twelve (12) months ended December 31, 2024; or (2) agree to any obligations or restrictions on future conduct or freedom of action contemplated by this Section 5.6(g)(iv), to the extent such actions would be or would reasonably be expected to be material to Parent and its AffiliatesSubsidiaries (after giving effect to the transactions contemplated by this Agreement, including the Merger) taken as a whole. For the avoidance of doubt, in no event shall any action or actions taken pursuant to this Section 5.6 be considered for purposes of determining whether a Material Adverse Effect has occurred. (ch) Each party hereto Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, nothing in this Agreement shall promptly inform require any AGM Person, or require Parent or Merger Sub to cause any AGM Person, to take any Remedy Action (or any action with respect to any business, product line or asset other than of the Company and its Subsidiaries). (i) Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, nothing in this Agreement shall require any CPPIB Person, or require Parent or Merger Sub to cause any CPPIB Person, to take any Remedy Action (or any action with respect to any business, product line or asset other than of the Company and its Subsidiaries). (j) Notwithstanding anything to the contrary in this Section 5.6, a party’s commercially or competitively sensitive information or materials may be provided to the other parties of any material communication made toparty on an outside counsel-only basis while, or received by such party fromto the extent feasible, any Antitrust Authority or any making a version in which the sensitive information has been redacted available to the other Governmental Entity regarding any of the transactions contemplated herebyparty.

Antitrust. (ai) Each party hereto shall promptly take all actions necessary Notwithstanding anything in this Agreement to the contrary: (A) the Company and Parent will each make their respective filings under the HSR Act within ten (10) business days of the execution of this Agreement; and (B) counsel for the Company and Parent will consult with one another to determine if any filings are required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement foreign antitrust or competition law and the transactions contemplated herebyCompany and Parent shall make any such foreign filings within ten (10) business days of the execution of this Agreement. Parent shall pay the HSR fee and any foreign filing or other related fee. Both Company and Parent shall request early termination under the HSR Act and, including but not limited if applicable, shall request early termination under any foreign antitrust or competition law. (ii) As promptly as practicable, Parent and the Company shall make an appropriate response to filing any request made by any Governmental Entity with the appropriate jurisdiction over enforcement of any applicable antitrust or competition Laws (“Government Antitrust AuthoritiesEntity”) for non-privileged information and documents that are necessary, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect proper or advisable to permit consummation of the transactions contemplated by this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, complying at Parent will take any and all reasonable steps necessary to avoid or eliminate each and every objection that may be asserted by any Government Antitrust Entity so as to enable the earliest practicable date with Closing to occur expeditiously, but in no case later than the Closing Date. Such steps shall include proposing, negotiating, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of, or holding separate (through the establishment of a trust or otherwise), such of Parent’s the Company’s assets, properties or businesses as necessary to avoid the entry of, or to effect the dissolution of, any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authoritydecree, and cooperatingorder, as permitted by Lawjudgment, with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation injunction, temporary restraining order or other inquiry concerning order which would have the effect of preventing the consummation of the transactions contemplated by this Agreement initiated by the Closing Date; however any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may steps must be asserted with respect to conditioned on the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality Closing of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its AffiliatesTransaction. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated hereby.

Antitrust. To the extent required under the HSR Act, each of the Parties shall (ai) promptly following the execution of this Agreement, file (or cause to be filed) any Notification and Report Forms and related material that it may be required to file with the United States Federal Trade Commission (the "FTC") or the United States Department of Justice (the "DOJ") under the HSR Act, (ii) use commercially reasonable efforts to obtain an early termination of the applicable waiting period under the HSR Act as a result of the transactions contemplated by this Agreement, and (iii) make any further filings or information submissions pursuant thereto that may be reasonably necessary, proper or advisable. Buyer shall pay all filing fees incurred in connection with such filings under the HSR Act. Each party Party hereto shall promptly take all actions necessary to make inform the filings required other of it any material communication from the FTC, the DOJ or any of its Affiliates other Governmental Entity under any applicable of the Antitrust Laws in connection with this Agreement and regarding the transactions contemplated hereby, including but not limited to filing with . If a Party or any of their respective Affiliates receives a request for additional information or documentary material from any Governmental Entity under the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form Laws with respect to the transactions contemplated by this Agreement, complying at then such Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the earliest practicable date other Party, an appropriate response in compliance with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authoritysuch request. Seller shall advise Buyer, and cooperatingBuyer shall advise Seller, as permitted by Law, with one another promptly in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any preliminary injunctionunderstandings, temporary restraining orderundertakings or agreements (oral or written) which it proposes to make or enter into with the FTC, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority DOJ or any other Governmental Entity under the Antitrust Laws regarding any of the transactions contemplated hereby. For purposes of this Agreement, "Antitrust Laws" shall mean and include the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

Antitrust. (a) Each party hereto shall promptly take all actions necessary of the parties undertakes and agrees to make as soon as practicable all of the filings required of it or any of its Affiliates affiliates under any applicable Antitrust Laws in connection with this Agreement and the transactions contemplated hereby. Parent shall be responsible for the payment of all filing fees under the HSR Act and any other applicable Antitrust Laws. Each of the parties shall (i) respond as promptly as practicable to any inquiries and requests received from any Antitrust Authorities for additional information or documentation and (ii) not extend any waiting period under the HSR Act and other applicable Antitrust Laws, including but rules or regulations or enter into any agreement with any Antitrust Authorities not limited to filing consummate the transactions contemplated by this Agreement, except with the appropriate prior written consent of the other parties hereto. Parent shall avoid or eliminate each and every impediment under any Antitrust AuthoritiesLaw that may be asserted by any Antitrust Authority with respect to the Merger so as to enable the Closing to occur as expeditiously as possible, no later than but in any event in sufficient time to ensure that the fifth Acceptance Time occurs before the Termination Date. Subject to the following sentence, and subject to Parent’s obligation under the preceding sentence, the parties agree that Parent and its counsel shall have the primary lead role in any discussions and negotiations with any Antitrust Authorities with respect to the Antitrust Laws. Each party shall (5thi) Business Day following promptly notify the date hereofother party of any written communication to that party or its affiliates from any Antitrust Authority and, subject to applicable Law, permit the other party to review in advance, and take into account any reasonable comments of the other party in relation to, any proposed written communication to any of the foregoing; (ii) not agree to participate, or to permit its affiliates to participate, in any substantive meeting or discussion with any Antitrust Authority in respect of any filings, investigation or inquiry concerning this Agreement or the Merger unless it consults with the other party in advance and, to the extent permitted by such Antitrust Authority, gives the other party the opportunity to attend and participate in such meeting; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any Antitrust Authority or members of their respective staffs on the other hand, with respect to this Agreement and the Merger, except to the extent (x) the disclosure of any such information would violate the terms of any confidentiality agreement with a Notification third party or (y) such information relates to competitively sensitive matters if the exchange of such information, as determined by such party’s counsel, may result in antitrust difficulties for such party (or any of its affiliates), provided that in the case of clause (y), such information shall be provided to the other party’s counsel, who shall agree not to disclose such information to its client. Parent and Report Form Purchaser shall take all actions and non-actions requested by any Antitrust Authority, or all actions and non-actions necessary to resolve any objections that may be asserted by any Antitrust Authority, with respect to the transactions contemplated by this Agreement, complying at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority, and cooperating, as permitted by Law, with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts including agreeing to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separatesell, divest, license or license, cause a third party to purchase assets and/or businesses of acquire, or otherwise dispose of, any Operating Subsidiary subsidiary, operations, divisions, businesses, product lines, customers or other assets. Notwithstanding the foregoing, nothing in this Agreement shall require Parent or Purchaser to commence or threaten to commence any of their respective Subsidiaries litigation or of Purchaser other civil or legal proceedings, to hold separate the Company or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority Subsidiaries or any other Governmental Entity regarding business unit or to divest any business or assets currently owned by Siemens AG or any of the transactions contemplated herebyits direct or indirect subsidiaries.

Antitrust. (a) Each party hereto Parent and Company shall, and shall promptly take cause their respective Subsidiaries to, use their respective reasonable best efforts to take, or cause to be taken, all actions reasonable actions, and to do, or cause to be done, all reasonable things necessary to make the filings required of it or any of its Affiliates and proper under any applicable Antitrust Laws to consummate and make effective the Merger as promptly as practicable and in connection with this Agreement and any event prior to the transactions contemplated herebyTermination Date, including but not limited to filing with the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect to the transactions contemplated by this Agreement, complying at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority, and cooperating, as permitted by Law, with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" shall include: (i) in preparing and filing all forms, registrations and notifications to or with any Governmental Authority required to be filed to consummate the case Merger (including, for the avoidance of each of Purchaser and the Companydoubt, if Purchaser or the Company receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; foreign investment control clearances); (ii) in using reasonable best efforts to satisfy the case of conditions to consummating the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust AuthorityMerger; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable best efforts to obtain (xand to cooperate with each other in obtaining) defend against any lawsuitsconsent, actions authorization, expiration or proceedingstermination of a waiting period, permit, order or approval of, waiver or any exemption by, any Governmental Authority; and (iv) defending any Legal Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyMerger. In connection with the foregoing, each of Parent and the Company and their respective Subsidiaries shall (A) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the Merger as required by the HSR Act within ten (10) Business Days following the Agreement Date and (B) as promptly as practicable after the Agreement Date make all other notices, filings or applications required under any other Antitrust Laws. (b) Each of Parent and the Company shall, and shall cause their respective Subsidiaries to, (i) promptly furnish to the other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any governmental filings, submissions or other documents, including any follow-up request for information in respect of any government filing, submission or other document, subject to the limitations herein; (ii) give the other reasonable prior notice of any such filing, submission or other document and, to the extent reasonably practicable, of any communication with or from any Governmental Authority regarding the Merger. Subject to the limitations herein, each of Parent and the Company shall permit the other to review (to the extent not prohibited by applicable Law or by the applicable Governmental Authority) and discuss in advance, and consider in good faith the views, and secure the participation, of the other Party in connection with any such filing, submission, document or substantive communication (but not including routine communications); and (iii) to the extent not prohibited by applicable Law or by the applicable Governmental Authority, furnish to the other copies of all filings, submissions, correspondence and communications with any Governmental Authority. In exercising the foregoing rights, each of the Parties shall act reasonably and as promptly as practicable; provided that materials may be redacted (x) to remove references concerning the valuation of the Company; (y) seek as necessary to prevent the entry comply with contractual arrangements or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entityapplicable Laws; and (z) appeal as necessary to address reasonable attorney-client or other privilege concerns. Each Party may also, as it deems advisable or necessary, reasonably designate material provided to the other Party as “Outside Counsel Only Material.” Each of Parent and seek the Company shall cooperate in providing an appropriate response to have vacated or reversed any inquiry from a Governmental Authority including informing the other Party as promptly soon as possible reasonably practicable of any such injunctioninvestigation or inquiry, orderand consulting in advance, stay to the extent practicable, before making any presentations or submissions to a Governmental Authority. In addition, each of the Parties will give reasonable prior notice to and consult with the other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses in advance of any Operating Subsidiary meeting, conference or substantive communication with any of their respective Subsidiaries Governmental Authority in connection with the Transactions and to the extent not prohibited by applicable Law or of Purchaser by the applicable Governmental Authority, not participate or attend any of its Affiliatesmeeting or conference, or engage in any substantive communication, with any Governmental Authority in connection with the Transactions without offering the other Party the possibility to participate, attend or engage in such meetings, conferences or communications, and in the event one Party is prohibited from, or unable to participate, attend or engage in, any such meeting, conference or substantive communication, keep such Party apprised with respect thereto. (c) Each party hereto Any filing fees payable under the HSR Act relating to the Transactions shall promptly inform be borne by Parent or Merger Sub, as applicable. (d) The covenants of Parent in Section 6.2(a) and Section 6.2(b) to cause Subsidiaries to take any action, solely with respect to any notice, filing or information obligation, shall apply equally to the other parties of any material communication made to, or received by such party from, any Antitrust Authority or any other Governmental Entity regarding any of the transactions contemplated herebyGuarantors and their Affiliates.

Antitrust. (a) Each party hereto shall promptly take all actions necessary to make In furtherance and not in limitation of Section 6.2, the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement Company and the transactions contemplated hereby, including but not limited to filing with the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect to the transactions contemplated by this Agreement, complying at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority, and cooperating, as permitted by Law, with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto Buyer each shall use its commercially reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement hereby under any antitrust or trade regulatory laws of any Governmental Authority ("Antitrust Laws"). If any suit is threatened or instituted challenging any of the transactions contemplated hereby as violative of any Antitrust Law, Buyer shall use its reasonable best efforts to take such action (including agreeing to hold separate or to divest any of the businesses, product lines or assets of any of the Company or its Subsidiaries) as may be required (i) by the applicable Governmental Authority (including the Antitrust Division of the United States Department of Justice or the Federal Trade Commission) in order to resolve such objections as such Governmental Authority may have to such transactions under such Antitrust Law, or (ii) by any domestic or foreign court or similar tribunal, in any suit brought by a private party or Governmental Authority challenging the transactions contemplated hereby as violative of any Antitrust Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of any of such transactions. Without limiting The entry by a court, in any suit brought by a private party or Governmental Authority challenging the generality transactions contemplated hereby as violative of any Antitrust Law, of an order or decree permitting the transactions contemplated hereby, but requiring that any of the businesses, product lines or assets of any of the Company or its Subsidiaries be divested or held separate by Buyer, or that would otherwise limit Buyer's freedom of action with respect to, or its ability to retain, the business of the Company and Subsidiaries or any portion thereof, shall not be deemed a failure to satisfy the conditions specified in Sections 7.2 or 7.3 hereof. Notwithstanding the foregoing, "commercially reasonable efforts" however, no Seller shall include:be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of its assets or businesses other than the Company and its Subsidiaries. (ib) in The Company and Buyer shall promptly inform the case other of each any material communication from the United States Federal Trade Commission, the Department of Purchaser and Justice or any other Governmental Authority regarding any of the Company, if Purchaser transactions contemplated hereby. If any such party or the Company any Affiliate thereof receives a formal request for additional information or documentary material from an Antitrust Authority, substantially complying any such Governmental Authority with such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject respect to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek , then such party will endeavor in good faith to prevent make, or cause to be made, as soon as reasonably practicable and after consultation with the entry or imposition other parties, an appropriate response in compliance with such request. Buyer will advise the Company promptly in respect of any preliminary injunctionunderstandings, temporary restraining orderundertakings or agreements (oral or written) which Buyer proposes to make or enter into with the Federal Trade Commission, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses Department of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority Justice or any other Governmental Entity regarding any of Authority in connection with the transactions contemplated hereby.

Antitrust. (a) Each party hereto As promptly as practicable after the date of this Agreement, each of Purchaser and Seller shall promptly take all actions necessary begin to make prepare and in no event later than ten (10) Business Days after the filings date hereof (subject to extension as set forth below), Purchaser and Seller shall each file (or, if applicable, cause its Ultimate Parent Entity, as defined under the HSR Act, to prepare and file) any notification required of it or any of its Affiliates under any applicable Antitrust Laws thereunder in connection with the transactions contemplated by this Agreement and shall promptly and in good faith respond to all information requested of it by the Federal Trade Commission and Department of Justice in connection with the transactions contemplated herebyby this Agreement and otherwise cooperate in good faith with each other and such Governmental Entities. Purchaser and Seller shall (or, including but not limited if applicable, shall cause its Ultimate Parent Entity, to) (a) request early termination of all waiting periods under the HSR Act; (b) promptly inform the other of any material communication to filing with or from the appropriate Antitrust AuthoritiesFederal Trade Commission, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect to Department of Justice or any other Governmental Authority regarding the transactions contemplated by this Agreement; (c) give the other prompt notice of the commencement of any action, complying at suit, litigation, arbitration, proceeding or investigation by or before any Governmental Authority with respect to such transactions; and (d) keep the earliest practicable other reasonably informed as to the status of any such action, suit, litigation, arbitration, proceeding or investigation. Filing fees with respect to the notifications required under the HSR Act shall be paid by Purchaser. The ten (10) Business Day period set forth the above shall be extended to the extent the Parties are continuing to, and have been continually, diligently working to prepare and file such notification. (b) In addition to the foregoing, Purchaser and Seller shall cooperate to make, as promptly as practicable, and in any event within the twelve (12) Business Days after the date with of this Agreement (subject to extension as provided below), such filings, applications and reports, and respond to any formal or informal request for additional supplemental information or documentary material received by it or any of its Affiliates from any Antitrust Authority, and cooperatingrelated thereto, as permitted deemed advisable by Lawthe parties pursuant to applicable Legal Requirements, with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation if any, governing non-U.S. antitrust, competition or other inquiry concerning merger control approval of the transactions contemplated by this Agreement initiated by any (“Foreign Antitrust AuthorityApproval”). The twelve (12) Business Day period set forth the above shall be extended to the extent the parties are continuing to, and have been continually, diligently working to prepare and make such filings, applications and reports. (bc) Each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting the generality of the foregoing, "commercially reasonable efforts" each Party shall include: provide to the other (i) in the case of each of Purchaser and the Company, if Purchaser or the Company receives a formal other’s respective advisors) upon request for additional information or documentary material from an Antitrust Authority, substantially complying with copies of all correspondence between such formal request within a reasonable period of time following the date of its receipt thereof; (ii) in the case of the Company only, subject party and any Governmental Authority relating to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealablethis Agreement. The parties agree thatmay, notwithstanding as they deem advisable and necessary, designate any competitively sensitive materials provided to the foregoing, Purchaser other under this Section 7.8 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 obligated 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 substantive discussions, substantive telephone calls, and meetings with a Governmental Authority regarding the transactions contemplated by this Agreement shall include representatives of both parties. Subject to hold separateapplicable law, divestthe parties will consult and cooperate with each other in connection with any analyses, license appearances, presentations, memoranda, briefs, arguments, and proposals made or cause a third party submitted to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Governmental Authority or any other Governmental Entity regarding any of the transactions contemplated herebyby this Agreement by or on behalf of any Party.

Antitrust. (a) Each party hereto shall promptly take all actions necessary to make In furtherance and not in limitation of Section 10.1, the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement Sellers and the transactions contemplated hereby, including but not limited to filing with the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect to the transactions contemplated by this Agreement, complying at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Antitrust Authority, and cooperating, as permitted by Law, with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authority. (b) Each party hereto Purchaser shall use its commercially their respective reasonable best efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by hereby under any antitrust or trade regulatory laws of any Governmental Authority ("ANTITRUST LAWS"). Anything herein to the contrary notwithstanding, however, nothing in this Agreement under shall require the Purchaser or any Antitrust Law. Without limiting of its subsidiaries or Affiliates to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct its business in a specified manner, or permit the generality sale, holding separate or other disposition of, any assets of the foregoingPurchaser or its subsidiaries or Affiliates, "commercially reasonable efforts" shall include:whether as a condition to obtaining any approval from a Governmental Authority or any other Person or for any other reason. (ib) in The Sellers, on the case of each of Purchaser one hand, and the CompanyPurchaser, if Purchaser on the other hand, shall promptly inform the other of any material communication from the United States Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the Company transactions contemplated hereby. If any such party or any Affiliate thereof receives a formal request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an Antitrust Authority, substantially complying appropriate response in compliance with such formal request within a reasonable period request. The Purchaser will advise the Sellers promptly in respect of time following any understandings, undertakings or agreements (oral or written) which the date Purchaser proposes to make or enter into with the Federal Trade Commission, the Department of its receipt thereof; (ii) Justice or any other Governmental Authority in the case of the Company only, subject to the compliance by Purchaser connection with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; provided, that Purchaser may not make any understandings, undertakings or agreements (yoral or written) seek to prevent with the entry or imposition Federal Trade Commission, the Department of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, any Antitrust Authority Justice or any other Governmental Entity regarding any of Authority in connection with the transactions contemplated herebyhereby without the prior written consent of the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed) if such understanding, undertaking or agreement adversely alters or adversely modifies the rights, duties, obligations or agreements of the parties to this Agreement; provided, however, that the Sellers' right to reasonably withhold consent in accordance with the foregoing proviso shall be subject to the Sellers' exercising the requisite level of effort required under this Section 10.2 or otherwise under this Agreement.

Antitrust. (a) Each party hereto shall promptly take all actions necessary to make Upon the filings required of it or any of its Affiliates under any applicable Antitrust Laws in connection with this Agreement terms and the transactions contemplated hereby, including but not limited to filing with the appropriate Antitrust Authorities, no later than the fifth (5th) Business Day following the date hereof, a Notification and Report Form with respect subject to the transactions contemplated by conditions of this Agreement, complying at each of the earliest practicable date with any formal parties hereto shall use its respective best efforts to take, or informal request for additional information cause to be taken, all actions and to do, or documentary material received by it or any of its Affiliates from any Antitrust Authoritycause to be done, and cooperatingcooperate with each other in order to do, as permitted by Lawall things necessary, with one another in connection with any filing proper or advisable under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning Law to consummate the transactions contemplated by this Agreement initiated at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act or any other Antitrust Law; (ii) using best efforts to defend all Actions by or before any Antitrust Authority. Governmental Entity challenging this Agreement or the consummation of the Merger; and (biii) Each party hereto shall use its commercially reasonable using best efforts to resolve such objections, if any, as may be any objection asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Without limiting Law raised by any Governmental Entity and to prevent the generality entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action of any Governmental Entity that would prevent, prohibit, restrict or delay the consummation of the foregoing, "commercially reasonable efforts" shall include:transactions contemplated by this Agreement. (ib) In furtherance and not in limitation of the provisions of Section 5.8(a), each of the parties hereto, as applicable, agrees to prepare and file as promptly as practicable (and in any event no later than ten (10) Business Days from the date of this Agreement) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and shall prepare and file as promptly as practicable (and in any event no later than ten (10) Business Days from the date of this Agreement) appropriate filings under the Antitrust Laws in the case jurisdictions set forth in Section 3.4(b) of each of Purchaser and the Company, if Purchaser or the Company Disclosure Letter. Parent shall pay all filing fees for the filings required under the Antitrust Laws by the Company and Parent. (c) If a party hereto receives a formal request for additional information or documentary material from an Antitrust Authorityany Governmental Entity with respect to this Agreement or the transactions contemplated hereby, substantially complying including but not limited to a “Second Request” under the HSR Act, then such party shall in good faith make, or cause to be made, as soon as reasonably practicable and advisable, and after consultation with the other parties, a response which is, at a minimum, and in the reasonable judgement of such party, in substantial compliance with such formal request within request. (d) The parties hereto shall keep each other apprised of the status with respect to the matters set forth in this Section 5.8 and work cooperatively in connection with obtaining the approvals of or clearances under Antitrust Laws from each applicable Governmental Entity to consummate the transactions contemplated by this Agreement, including: (i) cooperating with each other in connection with filings required to be made by any party under any Antitrust Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Entities and as to the contents of all communications with such Governmental Entities. In particular, to the extent permitted by Law or Governmental Entity, no party will make any notification or other substantive filing in relation to the transactions contemplated hereunder with any Governmental Entity, including the initial filings under the HSR Act set forth in Section 5.8(b), without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable period opportunity to discuss its content before it is filed with the relevant Governmental Entities, and such first party shall consider and take account of time following all reasonable comments timely made by the date of its receipt thereofother party in this respect; (ii) furnishing to the other party all information within its possession that is reasonably required for any application or other filing to be made by the other party pursuant to applicable Law in connection with the case transactions contemplated by this Agreement; (iii) promptly notifying each other of any substantive communications from or with any Governmental Entity with respect to the matters set forth in this Section 5.8 and ensuring to the extent permitted by Law or Governmental Entity that each of the Company onlyparties is entitled to attend any substantive meetings with or other substantive appearances before any Governmental Entity with respect thereto; (iv) consulting and cooperating with one another in connection with all analyses, subject appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust AuthorityLaws; and (iiiv) without prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the case of each of Purchaser other in defending all lawsuits and the Company, using all commercially reasonable efforts to (x) defend against other proceedings by or before any lawsuits, actions or proceedings, judicial or administrative, Governmental Entity challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement; (y) seek to prevent the entry or imposition of any preliminary injunctionprovided, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree thathowever, notwithstanding the foregoing, Purchaser in the event of a disagreement, the final determination as to the appropriate course of action with respect to implementing the ultimate strategy for securing approvals, and expiration of relevant waiting periods under applicable Law, including Antitrust Laws, and resolving or defending against any Action brought or threatened to be brought by any Governmental Entity under any applicable Law, including Antitrust Laws, shall be made by Parent. (e) In addition, Parent shall take, or cause to be taken, all other action and shall do, or cause to be done, all other things necessary, proper or advisable under all Antitrust Laws to consummate the transactions contemplated by this Agreement, including using its best efforts to obtain the expiration of all applicable waiting periods and obtain all other approvals and any other consents required to be obtained in order for the parties hereto to consummate the transactions contemplated by this Agreement. (f) In furtherance of its obligations under Section 5.2, Parent shall not, and shall cause its Affiliates not to, acquire or agree to acquire (by merger, consolidation, purchase of equity interests or assets, joint venture or otherwise) any Person or any business, division or portion thereof, if such acquisition or agreement would reasonably be obligated expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, approval, authorization, qualification or order from a Governmental Entity under Antitrust Law necessary for the consummation of the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Entity entering an order prohibiting or delaying the consummation of the transactions contemplated by this Agreement under Antitrust Law or (iii) materially increase the risk of not being able to hold separateremove any such order on appeal or otherwise. (g) Notwithstanding anything to the contrary set forth in this Agreement, the obligations of Parent under this Section 5.8 shall include Parent committing to: (i) selling, divesting, or otherwise conveying assets, categories, portions or parts of assets or businesses of Parent and its controlled Affiliates; (ii) agreeing to sell, divest, license or cause a third party otherwise convey any asset, category, portion or part of an asset or business of the Surviving Corporation and its Subsidiaries contemporaneously with or subsequent to purchase the Effective Time; (iii) permitting the Company to sell, divest, or otherwise convey any of the particular assets, categories, portions or parts of assets and/or businesses or business of the Company or any Operating Subsidiary of its Subsidiaries prior to the Effective Time; (iv) licensing, holding separate or entering into similar arrangements with respect to its respective assets or the assets of the Company or the conduct of business arrangements or terminating any existing relationships and contractual rights and obligations; provided that none of Parent’s non-controlled Affiliates, including any investment funds or investment vehicles affiliated with, or managed or advised by, any direct or indirect equity holder of Parent or any portfolio company (as such term is commonly understood in the private equity industry), are required to agree or commit to take, or not take, any actions relating to any of their respective Subsidiaries assets, businesses or voting securities or part or interest thereof. No actions taken pursuant to this Section 5.8 shall be considered for purposes of Purchaser or any of its Affiliatesdetermining whether a Material Adverse Effect has occurred. (ch) Each Notwithstanding anything to the contrary in this Section 5.8, a party’s commercially or competitively sensitive information and materials of a party hereto shall promptly inform will be provided to the other parties of any material communication made toparty on an outside counsel-only basis while, to the extent feasible, making a version in which the commercial or received by such party from, any Antitrust Authority or any competitively sensitive information has been redacted available to the other Governmental Entity regarding any of the transactions contemplated herebyparty.

Antitrust. (a) Each To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including the HSR Act (“Antitrust Laws”), each party hereto shall agrees to promptly (and no later than fifteen (15) Business Days from the date of this Agreement), (i) file with the United States Federal Trade Commission and the United States Department of Justice, any notification form required pursuant to the HSR Act, in connection with the Transactions and (ii) no later than ten (10) Business Days from the date of this Agreement, make any required filing or application under other Antitrust Laws listed on Section 7.12 of the Company Disclosure Schedule, as applicable. The parties hereto agree to use reasonable best efforts to supply, as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to use reasonable best efforts to take all other actions necessary necessary, proper or advisable to make cause the filings expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of it the waiting period provided for under the HSR Act, provided that, notwithstanding anything in this Agreement to the contrary, nothing in this Section 7.12 or any other provision of this Agreement shall require GAMC, Merger Sub, Sponsor or any of its Affiliates under their affiliates or subsidiaries (including, for purposes of this sentence, the Sponsor and any applicable Antitrust Laws investment funds or investment vehicles affiliated with, or managed or advised by, the Sponsor, or any portfolio company (as such term is commonly understood in connection with this Agreement the private equity industry) or investment of any such investment fund or investment vehicle), to, and the transactions contemplated herebyCompany shall not, including but not limited without the prior written consent of GAMC, agree or otherwise be required to filing with the appropriate Antitrust Authoritiessell, no later than the fifth (5th) Business Day following the date hereofdivest, a Notification and Report Form dispose of, license, hold separate, or take or commit to take any action that limits in any respect its freedom of action with respect to, or its ability to retain, any businesses, Products, rights, services, licenses, or assets of GAMC, the transactions contemplated by this AgreementCompany, complying at the earliest practicable date with any formal or informal request for additional information or documentary material received by it or any of its Affiliates from their respective subsidiaries or affiliates, or any Antitrust Authority, and cooperating, as permitted by Law, with one another in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Antitrust Authorityinterests therein. (b) Each party hereto shall use shall, in connection with its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to obtain all Requisite Approvals and authorizations for the transactions contemplated by this Agreement Transactions under any Antitrust Law. Without limiting the generality of the foregoing, "commercially use its reasonable efforts" shall include: best efforts to: (i) cooperate in the case of all respects with each of Purchaser other party or its affiliates in connection with any filing or submission and the Companyin connection with any investigation or other inquiry, if Purchaser or the Company receives including any proceeding initiated by a formal request for additional information or documentary material from an Antitrust Authority, substantially complying with such formal request within a reasonable period of time following the date of its receipt thereof; private person; (ii) in the case of the Company only, subject to the compliance by Purchaser with this Section 5.7, not frustrating or impeding strategy or negotiating positions of Purchaser with any Antitrust Authority; and (iii) in the case of each of Purchaser and the Company, using all commercially reasonable efforts to (x) defend against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (y) seek to prevent the entry or imposition of any preliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any Governmental Entity; and (z) appeal and seek to have vacated or reversed as promptly as possible any such injunction, order, stay or other restraint or prohibition that is not yet final and nonappealable. The parties agree that, notwithstanding the foregoing, Purchaser shall not be obligated by this Agreement to hold separate, divest, license or cause a third party to purchase assets and/or businesses of any Operating Subsidiary or any of their respective Subsidiaries or of Purchaser or any of its Affiliates. (c) Each party hereto shall promptly inform keep the other parties reasonably informed of any material communication made to, or received by such party or its Representatives from, or given by such party or its Representatives to, any Antitrust Governmental Authority and of any material communication received or given in connection with any other Governmental Entity proceeding by a private person, in each case regarding any of the transactions contemplated herebyTransactions; (iii) permit a Representative of the other parties and their respective outside counsel to review any material communication given by it to, and consult with each other in advance of any substantive meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other person, and to the extent permitted by such Governmental Authority or other person, give a Representative or Representatives of the other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a party’s Representative is prohibited from participating in or attending any meetings or conferences, the other parties shall keep such party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority, provided, however, that any information or materials provided to or received by any party under this Section 7.12 or any other section of this Agreement may be redacted (i) to remove references concerning the valuation of the Company and the Company Subsidiaries or other competitively sensitive material, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, and that the parties may, as each deems advisable, reasonably designate any material or information provided to or received by any party under this Section 7.12 as “outside counsel only material.” Materials designated “outside counsel only” under this Section 7.12 shall be given only to the designated legal counsel of the recipient and shall not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials.