Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to conditions herein provided, Buyer, Merger Sub and the conditions set forth in this Agreement, each of the parties agrees to Company shall use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable appropriate under this Agreement, applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: including, without limitation, (i) promptly filing Notification and Report Forms under the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file HSR Act with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing"“Antitrust Division”) (or filing any other applicable forms required under the HSR Act with respect comparable laws of any other jurisdictions the parties reasonably determine to the transactions contemplated by this Agreement apply) and responding as promptly as practicable. Each party shall cooperate with practicable to any inquiries received from the other party to FTC or the extent necessary to assist the other party in the preparation of its HSR Filing andAntitrust Division (or such foreign agency or entity, if requested, to promptly amend or furnish applicable) for additional information thereunder and shall use their or documentation, (ii) using commercially reasonable efforts to (A) take such actions as are obtain all necessary governmental and private party consents, approvals or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; waivers, and (Biii) using commercially reasonable efforts to resolve lift any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect legal bar to the transaction contemplated by Merger. Buyer shall cause Merger Sub to perform all of its obligations under this Agreement under Agreement. (b) Notwithstanding anything to the HSR Act contrary in this Agreement, none of Buyer, any of its Subsidiaries or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent Surviving Corporation shall not be required to initiate (i) divest, hold separate or continue such contest through litigation and shall license any business(es), product line(s) or asset(s), (ii) take any action or accept any limitation that would reasonably be entitled expected to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the have a Buyer Material Adverse Effect or a Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000Material Adverse Effect, or (yiii) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required agree to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementforegoing.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject conditions of this Agreement and to the conditions set forth in this Agreement, each fiduciary duties of the parties agrees to Board of Directors (as determined by such directors in good faith), the Company and the New Investor will use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions Transactions (including those contemplated by this Agreement and the Shareholder Secondary Share Purchase Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties). In connection with furtherance and without limiting not in limitation of the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission New Investor and the Antitrust Division Company agree to make, if required, an appropriate filing of the Department of Justice the notification a Notification and report forms (the "HSR Filing") required under Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement hereby as promptly as practicable and in any event within seven Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Each party For the avoidance of doubt, notwithstanding any provision of this Agreement to the contrary, the Company shall cooperate not be required to make any significant change in the operations or activities of the business (or any material assets employed therein) of the Company or any of its Affiliates, including any divestiture of its businesses (or assets) or other extraordinary measures, in satisfaction of the HSR Act requirements. (b) In connection with the efforts referenced in Section 6.01(a) to obtain all requisite approvals and authorizations for the Transactions under any other party to Antitrust Law, the extent necessary to assist New Investor and the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and Company shall each use their commercially reasonable efforts to (Ai) take cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other party informed in all material respects of any material communication received by such actions as are necessary party from, or advisable to obtain prompt approval given by such party to, the Federal Trade Com- mission (the "FTC"), the Antitrust Division of the consummation Department of Justice (the "DOJ") or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions by any Governmental Entity; and (Biii) permit the other party to resolve review any objections material communication given by it to, and challengesconsult with each other in advance of any meeting or conference with, including the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by contest through litigation on the merits (such litigation to be directed by Parenta private party, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementPerson.

Commercially Reasonable Efforts. Upon the terms (1) WABC and subject to the conditions set forth in this Agreement, ValliCorp shall each of the parties agrees to use its all commercially reasonable efforts in good faith, and each of them shall cause their respective subsidiaries to use all commercially reasonable efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.3(a), and (ii) take or cause to be taken all action necessary or desirable on its part so as to permit consummation of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, and (2) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take or fail to take, or cause or permit its subsidiaries to take or fail to take, or to the best of its ability permit to be taken, all actions, and to do, taken or cause omitted to be donetaken by any third persons, and to assist and cooperate with any action that would substantially impair the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, prospects of completing the Merger and the other transactions contemplated by pursuant to this Agreement and the Shareholder AgreementPlan of Merger, including using commercially reasonable efforts that would materially delay such completion, or that would adversely affect the qualification of the Merger for pooling of interests accounting treatment or as a reorganization within the meaning of section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, each party shall take such action as the other party may reasonably request to accomplish cure such effect to the following: extent curable without a Material Adverse Effect on either of the parties. (2) ValliCorp shall give prompt written notice to WABC, and WABC shall give prompt written notice to ValliCorp, of (i) the taking occurrence, impending or threatened occurrence or failure to occur, of all acts necessary any event which would be likely to cause the conditions to Closing any representation or warranty contained in this Agreement to be satisfied as promptly as practicable, untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of ValliCorp or WABC, as the obtaining of all necessary actions case may be, to comply with or nonactionssatisfy any covenant, waiverscondition or agreement to be complied with or satisfied by it hereunder, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of use its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable best efforts to (A) take prevent or remedy such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementfailure promptly.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions to the Closing to be satisfied as promptly as practicablesatisfied, (ii) the obtaining of all necessary actions legally required approvals or nonactionsconsents from FINRA or any United States, waiversforeign, consents and approvals from national, federal, state, provincial, municipal, county, regional or local governmental or quasi-governmental or regulatory authority (including FINRA, the SEC, a national securities exchange or other self-regulatory organization), any political subdivision, agency, commission, authority, department, division or instrumentality thereof, any court, arbitral tribunal, arbitrator or other dispute mediator, or any other similar domestic or foreign entity (collectively, a “Governmental Entities Entity”), and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, FINRA or any Governmental Entity Entity, and (iii) the obtaining execution and delivery of all any additional instruments reasonably necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement as promptly as practicableAgreement. Each party Party shall cooperate also refrain from taking, directly or indirectly, any action contrary or inconsistent with the other party to the extent necessary to assist the other party in the preparation provisions of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, including action that would impair such Party’s ability to consummate the Shareholder Agreementtransactions contemplated hereby. Notwithstanding anything to the contrary, nothing in this Agreement shall require, or be construed to require any Party to agree to, (i) sell, hold, divest, discontinue or limit any assets, businesses or interests; (ii) take any action that could reasonably be expected to result in a material adverse effect on Manorhaven, taken as a whole, or the Merger incurrence of a material liability by the Seller or their affiliates; (iii) make any material modification or waiver of the other transactions contemplated by this Agreement or the Shareholder Agreement terms and (2) if any state takeover statute or similar statute becomes applicable to conditions of this Agreement; or (iv) commence, the Shareholder Agreementprosecute, the Merger defend or settle any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementlegal proceeding.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Share Sale and the other transactions contemplated by this Agreement and the Shareholder AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions to Closing precedent set forth in Article VI to be satisfied as promptly as practicable, satisfied; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities Authorities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver fromAuthorities, or to avoid an action or proceeding by, any Governmental Entity and if any); (iii) the delivery of all notices to, and the obtaining of all necessary consents, approvals or waivers from from, third parties. In connection with parties required as a result of the Transactions; and without (iv) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. (b) Without limiting the generality of the foregoing, the Company and Parent shall duly file other than in connection with the U.S. Federal Trade Commission Restructuring, neither Purchaser nor Seller shall, and the Antitrust Division each shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Department assets of Justice or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the notification and report forms entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) increase the "HSR Filing") required under the HSR Act with respect risk, in any material respect, of delaying or not obtaining any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with hereby or the other party to expiration or termination of any applicable waiting period, (ii) increase the extent necessary to assist the other party risk, in the preparation any material respect, of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of any Governmental Authority entering an order prohibiting the consummation of the Transactions by any Governmental Entity; and transactions contemplated hereby or (Biii) to resolve any objections and challenges, including by contest through litigation on delay the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs consummation of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementhereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms form (the "“HSR Filing"”) required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consentthereunder. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Stockholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Stockholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Stockholder Agreement. Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, its Subsidiaries or the Company.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing set forth in Exhibit A and Article VII to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including any acts, actions, nonactions, waivers, consents, approvals and steps in respect of Chapter 80B of the Minnesota Statutes), and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms form (the "“HSR Filing"”) required under the HSR Act with respect to the transactions contemplated by this Agreement and any similar filings in other jurisdictions that counsel for Parent reasonably deems necessary, in each case as promptly as practicablepracticable after the date of this Agreement. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and any similar filings in other jurisdictions, to request early termination of the waiting period required by the HSR Act and the laws of any other jurisdiction where an antitrust notification is made, and, if requested, to promptly amend or furnish additional information thereunder thereunder. Each of Parent and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with agrees that, during the term of this Agreement, it will not withdraw its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement filing under the HSR Act or any other antitrust similar filings in other jurisdictions without the written consent of the other party. The parties agree to cooperate and to use their respective reasonable commercial efforts to respond to any requests for information from a Governmental Entity as promptly as practicable. Each party shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or unfair commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties hereto informed as to the status of any such request, inquiry, investigation, action or legal proceeding, (iii) promptly inform the other parties hereto of any communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition lawauthority or any other Governmental Entity regarding the Offer, rule the Merger or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate any of the other transactions contemplated by this Agreement and (iv) subject to the terms of Section 6.02, use commercially reasonable efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by this Agreement. The parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any request or additional request for additional information or documentary material pursuant to Section 7.01(g7A(e) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, HSR Act or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection other legal investigation, action or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration proceeding. Each party shall use commercially reasonable efforts to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consentcomply promptly with a Request for Additional Information pursuant to 15 U.S.C. Section 18a(e)(1). The Company and its Board of Directors shall (1) take all action necessary use commercially reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder AgreementOffer, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder AgreementOffer, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary use commercially reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder AgreementOffer, the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement and shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Shareholder AgreementCompany or any of their respective Subsidiaries.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to the Offer and to the Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings with under the HSR Act and other registrations, declarations and filings with, or notices to, Governmental Entities, including pursuant to Foreign Merger Control Laws) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action a claim, action, suit, proceeding or proceeding investigation by, any Governmental Entity and Entity, (iii) the obtaining of all necessary consents, approvals or and waivers from third partiesparties reasonably requested by Parent to be obtained in connection with the transactions contemplated by this Agreement, provided, however, that in no event shall the Company or any of its Subsidiaries be required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1A) take all action necessary to ensure that no “fair price,” “business combination” or “control share acquisition” state takeover statute or other similar statute or regulation is or becomes applicable to this Agreement, the Shareholder AgreementOffer, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and and, (2B) if any state takeover statute or similar such statute becomes applicable to this Agreement, the Shareholder AgreementOffer, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder AgreementOffer, the Merger and the other transactions contemplated by this Agreement Agreement. No party shall voluntarily extend any waiting period under the HSR Act or any Foreign Merger Control Law or enter into any agreement with any Governmental Entity to delay or not to consummate the Offer, the Merger and the Shareholder Agreementother transactions contemplated hereby except with the prior written consent of the other parties (such consents not to be unreasonably withheld, conditioned or delayed and which reasonableness shall be determined in light of each party’s obligation to use commercially reasonable efforts to do all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated hereby). (b) In connection with and without limiting the foregoing, if any claim, action, suit, proceeding or investigation is instituted (or threatened to be instituted) by any Governmental Entity challenging any of the transactions contemplated hereby as violative of the HSR Act or any Foreign Merger Control Law, Parent and the Company shall cooperate and use commercially reasonable efforts to contest and resist any such claim, action, suit, proceeding or investigation, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the consummation of the transactions contemplated hereby, including by pursuing all reasonable available avenues of administrative and judicial appeal that can be utilized in a timely manner taking into account and before the occurrence of the Outside Date, all of which actions and efforts to the maximum extent permitted by Law shall be at and under the sole control and direction of Parent. In addition, the parties shall use commercially reasonable efforts to take all actions necessary to avoid or eliminate each and every impediment under the HSR Act or any Foreign Merger Control Law so as to enable the consummation of the transactions contemplated hereby, including the Offer and the Merger, to occur as soon as reasonably possible (and in any event no later than the Outside Date), including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of the Company, Parent and their respective Subsidiaries, (ii) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries, or (iii) terminating any venture or other arrangement (any such action a “Divestiture and Limitation”), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Offer and the Merger, and in that regard Parent and, only if and as requested by Parent, the Company shall agree to effect a Divestiture and Limitation with respect to their respective businesses, product lines, assets; provided, however, that any such Divestiture and Limitation shall be conditioned upon the consummation of the Offer; and provided, further, that Parent shall have the sole and exclusive right to determine the manner in which to propose, negotiate, offer to commit to take and effect, by consent decree, hold separate order or otherwise, any required Divestiture and Limitation of such businesses, product lines or assets or actions of Parent, the Company, or their respective Subsidiaries or otherwise offer to take or offer to commit to take (and if such offer is accepted, commit to and effect) any action as may be required to resolve such objections, suits or injunctions. Notwithstanding anything in this Agreement to the contrary and subject to Section 6.03 of the Company Disclosure Schedule, in no event shall any of Parent, the Company or their respective Subsidiaries be required to make or agree to effect any Divestiture and Limitation of any product line, product or asset, or product line, product or asset under development, that is or could reasonably be expected to be material to (x) Parent and its Subsidiaries or (y) the Company and its Subsidiaries (a “Materially Burdensome Condition”).

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Share Sale and the other transactions contemplated by this Agreement and the Shareholder AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions to Closing precedent set forth in ARTICLE VII to be satisfied as promptly as practicable, satisfied; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities Authorities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver fromAuthorities, or to avoid an action or proceeding by, any Governmental Entity and if any); (iii) the delivery of all notices to, and the obtaining of all necessary consents, approvals or waivers from from, third parties. In connection with parties required as a result of the Transactions; and without (iv) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. (b) Without limiting the generality of the foregoing, the Company neither Purchaser nor any Seller shall, and Parent each shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and cause its Affiliates (including any litigation costs Company Entity) not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (yi) Parent shall determine increase the risk, in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets respect, of delaying or not obtaining any consent, approval, authorization, declaration, waiver, license, franchise, permit, certificate or order of any Governmental Authority necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (ii) increase the risk, in any material portion respect, of any business of Parent, Governmental Authority entering an order prohibiting the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders consummation of the Company Common Stock, Company Stock Options transactions contemplated hereby or Warrants hereunder shall be approved by Parent without (iii) delay the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any consummation of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementhereby.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (ia) the taking of all acts necessary to cause the conditions to Closing precedent set forth in ARTICLE VI to be satisfied as promptly as practicablesatisfied, (iib) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities Authorities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver fromavoid any Action, or to avoid an action or proceeding by, any Governmental Entity and (iiic) the obtaining of all necessary consents, approvals or waivers from third parties. In parties (it being understood that nothing herein shall require the Parties or any of their respective Affiliates to incur any liability or material expense in connection with and without limiting obtaining any consent, approval or waiver), (d) the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division defending of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by any Action challenging this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity; Authority vacated or reversed and (Be) the execution or delivery of any additional instruments reasonably necessary to resolve any objections consummate, and challengesto fully carry out the purposes of, including by contest through litigation on the merits (such litigation Transactions. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be directed by Parent, with any litigation costs incurred by deemed to require Parent or the Company in connection with its participation therein in excess of $100,000 to be borne agree to any divestiture by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company itself or any of their its Affiliates in connection with resolving any such objection of shares of capital stock or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stockbusiness, Company Stock Options assets or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreementproperty, the Shareholder Agreement, imposition of any limitation on the Merger or ability of any of the other transactions contemplated by this Agreement them to conduct their business or to own or exercise control of their respective assets, properties and capital stock, or the Shareholder Agreement and (2) if incurrence of any state takeover statute liability or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementexpense.

Commercially Reasonable Efforts. Upon Subject to any applicable order of the Bankruptcy Court, and otherwise on the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Sellers and Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary Commercially Reasonable Efforts to cause the conditions to Closing to be satisfied occur as promptly as practicable, (ii) the obtaining of all necessary actions and no Party shall take any action to prevent or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver fromdelay, or fail to avoid an take any action in order to prevent or proceeding bydelay, any Governmental Entity the Closing from occurring as promptly as practicable. Without limiting the generality of the foregoing, the Parties shall (and shall cause their respective directors, officers and subsidiaries, and use their Commercially Reasonable Efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to consult and cooperate with and provide reasonable assistance to each other and otherwise use Commercially Reasonable Efforts in connection with (iiia) the obtaining of all necessary consents, approvals licenses, qualifications or waivers from third parties. In connection other permission or action by, and giving all necessary notices to and making all necessary filings with and without limiting the foregoingapplications and submissions to, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act any Governmental Authority or other Person with respect to the consummation of the transactions contemplated by this Agreement, (b) causing to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement; (c) defending, and cooperation in defending, all proceedings before a Governmental Authority challenging this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement Agreement; and (2d) if the execution of any state takeover statute or similar statute becomes applicable additional instruments necessary to this Agreement, consummate the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that and (e) in general, consummating and making effective the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementhereby.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use use, except as otherwise provided below, its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, approvals, orders and approvals from authorizations from, and the giving of any necessary notices to, Governmental Entities Authorities and the making of all necessary registrations registrations, declarations and filings (including filings with Governmental Entities) Authorities, if any), and the taking of all steps acts as may be necessary to obtain an approval any such action, non-action, waiver, consent, approval, order or waiver fromauthorization, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining execution and delivery of all any additional instruments necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to consummate the transactions contemplated by by, and to fully carry out the purposes of, this Agreement as promptly as practicable. Each party Agreement. (b) Parent and the Company shall cooperate with the other party to the extent take any and all commercially reasonable steps necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend avoid or furnish additional information thereunder eliminate each and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by every impediment under any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, Competition Law that may be asserted by any Governmental Entity or third party Authority with respect to the transaction contemplated by this Agreement under Merger so as to enable the HSR Act Effective Time to occur as promptly as reasonably practicable and to avoid any suit or any other antitrust proceeding that would otherwise have the effect of preventing or unfair competition law, rule or regulationdelaying the Effective Time; provided, however, that Parent shall not be required to initiate or continue such contest through litigation to, and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000shall not, or (y) Parent shall determine in good faith (after consultation with outside counsel) that without the written consent of Parent, the Company agree or one of their Affiliates will be required proffer to proffer, divest or hold separate separate, enter into any material licensing or similar arrangement with respect to, or take any other action with respect to (A) any of the properties, other assets (whether tangible or intangible) or any material portion of any business of Parent, the Company Parent or any of their its Affiliates or (B) any of the properties, other assets (whether tangible or intangible) or any portion of any business of the Company. Each party hereto shall (x) promptly notify the other party of any written communication to that party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other party to review in connection advance any proposed written communication to any of the foregoing, (y) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with resolving any such objection or challenge; and provided, further, that no settlement in Governmental Authority with respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stockfilings, Company Stock Options investigation or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by inquiry concerning this Agreement or the Shareholder Agreement Merger unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate thereat, and (2z) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of furnish the other transactions contemplated by this Agreement 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, agents and advisors, on the one hand, and any Governmental Authority or the Shareholder Agreementmembers of their respective staffs, take all action necessary to ensure that the Merger and on the other transactions contemplated by hand, with respect to this Agreement and the Shareholder Agreement may Merger. The cost and expense of any filings (or similar fees) required to be consummated as promptly as practicable on the terms contemplated made with any Governmental Authority under any Competition Law shall be borne by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementParent.

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Requirements of Law to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to effective the transactions contemplated by this Agreement as promptly as practicableAgreement. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of Party will use its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are obtain any and all consents of all Governmental Authorities and Persons necessary or advisable to obtain prompt approval of in connection with the consummation of the Transactions transactions contemplated by this Agreement. Each Party covenants and agrees to furnish to the other Party such necessary information and reasonable assistance as any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company other Party may request in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion preparation of any business of Parent, the Company filing or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration submission related to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other approvals, authorizations or consents referenced in this Section 7.3. (b) In the event any Claim is commenced which threatens or questions the validity or legality of the transactions contemplated by this Agreement hereby or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreementseeks damages in connection therewith, the Shareholder AgreementParties agree to cooperate and use their respective commercially reasonable efforts to defend against such Claim (and, if an Order is issued in any such Claim, to use their respective commercially reasonable efforts to have such Order lifted) and to eliminate any other impediment to the Merger or any consummation of the other transactions contemplated by this Agreement hereby. (c) Purchaser will inform Seller which, if any, of the assignable or transferrable Permits set forth on Schedule 5.13 the Shareholder Agreement, take all action necessary Purchaser wishes to ensure that have assigned to it. Seller will use commercially reasonable efforts to cause such Permits to be assigned or transferred at Closing. (d) Seller shall use commercially reasonable efforts to identify and deliver to Purchaser at Closing the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementTransferred Assets identified in Section 2.1(k).

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, the Company and Parent shall shall, as promptly as practicable after the date of this Agreement, duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms form (the "“HSR Filing"”) required under the HSR Act and with the applicable Canadian Governmental Entities the filings (the “Canadian Filings”) required under the Competition Act (Canada) and the Investment Canada Act (Canada) (collectively, the “Canadian Competition Laws”), in each case with respect to the transactions contemplated by this Agreement Agreement. The HSR Filing and the Canadian Filings shall be in substantial compliance with the requirements of the HSR Act and the Canadian Competition Laws, as promptly as practicableapplicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and the Canadian Filings, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder thereunder. The Company and Parent shall use their commercially furnish to each other’s counsel such necessary information and reasonable efforts to (A) take such actions assistance as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company other party may reasonably request in connection with its participation therein preparation of any filing or submission that is necessary in excess of $100,000 to be borne by Parent), negotiation connection with the HSR Filing and the Canadian Filings and with any inquiry or other action, that may be asserted by communication with or from any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consenttherewith. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent, the Company or any Subsidiary to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries and neither the Shareholder Agreement.Company nor any of its Subsidiaries shall, without Parent’s written consent, agree to, or proffer to, divest or hold separate any assets or any portion of its business; provided that, notwithstanding the foregoing, at Parent’s request, the Company or any Subsidiary shall agree to, or proffer to, divest or hold separate any assets or any portion of its business so long as such divestiture or holding separate shall occur no earlier than, and be conditioned upon the occurrence of, the consummation of the Merger. Table of Contents

Commercially Reasonable Efforts. Upon (a) Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable Law, each of the parties agrees to shall act in good faith and use its commercially reasonable efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to effective the transactions contemplated by this Agreement as promptly soon as practicable. Each party shall cooperate with Without limiting the other party to foregoing, the extent necessary to assist the other party in the preparation of its HSR Filing andparties shall, if requested, to promptly amend or furnish additional information thereunder and shall cause their respective subsidiaries, and use their commercially reasonable efforts to cause their directors, officers, employees, agents, attorneys, accountants and representatives (Aand their respective subsidiaries’ directors, officers, employees, agents, attorneys, accountants and representatives), to (i) take such obtain all consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions as are by, and give all necessary notices to, and make all filings with and applications and submissions to, any Government entity (including promptly filing with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Department of Justice”) pursuant to the HSR Act all requisite documents and notifications in connection with the transactions contemplated by this Agreement) or advisable to obtain prompt approval of other Person necessary in connection with the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction transactions contemplated by this Agreement under as soon as reasonably practicable; (ii) provide all such information concerning such party, its subsidiaries and its officers, directors, employees, partners and Affiliates as may be necessary or reasonably requested in connection with any of the HSR Act foregoing including clause (i) above; (iii) avoid the entry of, or have vacated or terminated, any other antitrust injunction, decree, order, or unfair competition lawjudgment that would restrain, rule prevent, or regulation; provideddelay the consummation of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, however, that Parent the Buyer shall not be required to initiate agree to any divestiture by the Buyer or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company Sellers or any of their Affiliates in connection with resolving any such objection respective subsidiaries (A) of shares of capital stock or challenge; and providedmembership interests, further, that no settlement in respect or (B) of any such litigation which will in of their respective businesses, assets, properties or product lines, or the imposition of any way affect material limitation on the consideration to be received by the holders ability of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of them to conduct their respective businesses (including the other transactions contemplated by this Agreement Fastener Business) or the Shareholder Agreement and (2) if any state takeover statute to own or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect exercise control of such statute business, assets, properties, product lines or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementstock.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.3(c), each of the parties agrees undertakes to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement Transactions and to obtain satisfaction of the Shareholder Agreementconditions precedent to the Merger, including using commercially reasonable efforts to accomplish the following: without limitation (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, clearances, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) preventing the entry, enactment or promulgation of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the Transactions under this Agreement, (iv) seeking the lifting or rescission of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the Transactions under this Agreement, (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the Transactions and to cooperate to defend against it and respond thereto, (vi) the execution and delivery of any additional instruments necessary to consummate the Transactions contemplated by, and to fully carry out the purposes of, this Agreement, (vii) using commercially reasonable efforts to arrange for the Company’s independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent’s financings of the Cash Consideration and (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person’s willful misconduct or gross negligence. For purposes of this Agreement, commercially reasonable efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (iv) conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits. In connection with furtherance and without limiting not in limitation of the foregoing, each of Parent and the Company undertakes to make an appropriate filing under HSR with respect to the Transactions as promptly as practicable and Parent shall duly file with in any event within 15 Business Days following the U.S. Federal Trade Commission date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Antitrust Division HSR Act and to take all other actions necessary to cause the expiration or termination of the Department of Justice the notification and report forms (the "HSR Filing") required applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement as promptly soon as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement.

Commercially Reasonable Efforts. Upon (a) Without in any way limiting any other respective obligation of the terms and subject to the conditions set forth Company or any Commitment Party in this Agreement, each of Party shall use (and the parties agrees Company shall cause the other Debtors to use its use) commercially reasonable efforts to take, take or cause to be taken, taken all actions, and to do, do or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable in order to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementPlan, including using commercially reasonable efforts to accomplish the followingin: (i) the taking of timely preparing and filing all acts documentation reasonably necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of effect all necessary actions notices, reports and other filings of such Person and to (b) Subject to applicable Laws or nonactionsapplicable rules relating to the exchange of information, waiversand in accordance with the Restructuring Support Agreement, consents and approvals from Governmental Entities the Commitment Parties and the making of all necessary registrations Company shall have the right to review in advance, and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate extent practicable each will consult with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval on all of the consummation information relating to Commitment Parties or the Company, as the case may be, and any of the Transactions by their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company Entity in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if Plan; provided, however, that the Commitment Parties are not required to provide for review in advance declarations or other evidence submitted in connection with any state takeover statute or similar statute becomes applicable to this Agreementfiling with the Bankruptcy Court. In exercising the foregoing rights, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger Parties shall act as reasonably and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on practicable. (c) Nothing contained in this Section 6.6 shall limit the terms contemplated by this Agreement ability of any Commitment Party to consult with the Debtors, to appear and be heard, or to file objections, concerning any matter arising in the Shareholder Agreement and otherwise Chapter 11 Cases to minimize the effect of such statute or regulation on this Agreement, extent not inconsistent with the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Restructuring Support Agreement.

Commercially Reasonable Efforts. Upon From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable Law, each of the parties agrees to Parties hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to effective the transactions contemplated by this Agreement as promptly soon as practicable, including such actions or things as any other Party hereto may reasonably request in order to cause any of the conditions to such other Party’s obligation to consummate such transactions specified in Article VIII to be fully satisfied. Each party Without limiting the generality of the foregoing, the Parties shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder (and shall cause their respective directors, officers and Subsidiaries, and use their commercially reasonable efforts to cause their respective Affiliates, employees, agents, attorneys, accountants and representatives) to consult and fully cooperate with and provide reasonable assistance to each other in (Aa) take such actions as are obtaining all necessary Consents or advisable other permission or action by, and giving all necessary notices to obtain prompt approval and making all necessary filings, meetings or appearances with and applications and submissions to, any Governmental Authority or other Person, (b) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in Section 8.1(a) and (c) in general, consummating and making effective the transactions contemplated hereby. Buyer and its Affiliates shall not enter into or complete any transactions that could reasonably be expected to delay, hinder or prohibit the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challengestransactions contemplated hereby, including by contest through litigation on causing the merits (such litigation failure of the closing conditions set forth in Article VIII to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementsatisfied.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions to the Closing to be satisfied as promptly as practicablesatisfied, (ii) the obtaining of all necessary actions legally required approvals or nonactionsconsents from FINRA or any United States, waiversforeign, consents and approvals from national, federal, state, provincial, municipal, county, regional or local governmental or quasi-governmental or regulatory authority (including FINRA, the SEC, a national securities exchange or other self-regulatory organization), any political subdivision, agency, commission, authority, department, division or instrumentality thereof, any court, arbitral tribunal, arbitrator or other dispute mediator, or any other similar domestic or foreign entity (collectively, a “Governmental Entities Entity”), and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, FINRA or any Governmental Entity Entity, and (iii) the obtaining execution and delivery of all any additional instruments reasonably necessary consentsto consummate the transactions contemplated by, approvals and to fully carry out the purposes of, this Agreement. Each Party shall also refrain from taking, directly or waivers from third parties. In connection with and without limiting the foregoingindirectly, the Company and Parent shall duly file any action contrary or inconsistent with the U.S. Federal Trade Commission provisions of this Agreement, including action that would impair such Party's ability to consummate the transactions contemplated hereby. Purchaser shall take (or cause to be taken) all commercially reasonable actions, and do (or cause to be done) all things commercially reasonable, necessary, proper or advisable, as determined by Purchaser, to obtain the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect financing necessary to consummate the transactions contemplated by this Agreement as promptly as practicableAgreement. Each party shall cooperate with the other party Notwithstanding anything to the extent necessary contrary, nothing in this Agreement shall require, or be construed to assist the other party in the preparation of its HSR Filing andrequire any Party to agree to, if requested(i) sell, to promptly amend hold, divest, discontinue or furnish additional information thereunder and shall use their commercially reasonable efforts to limit any assets, businesses or interests; (Aii) take such actions any action that could reasonably be expected to result in a material adverse effect on ▇▇▇▇▇▇, taken as are necessary a whole, or advisable to obtain prompt approval the incurrence of a material liability by the Sellers or their affiliates; (iii) make any material modification or waiver of the consummation terms and conditions of the Transactions by any Governmental Entitythis Agreement; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (yiv) Parent shall determine in good faith (after consultation with outside counsel) that Parentcommence, the Company prosecute, defend or one of their Affiliates will be required to proffer, divest or hold separate settle any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementlegal proceeding.

Commercially Reasonable Efforts. Upon the terms (a) Seller and subject to the conditions set forth in this Agreement, each of the parties agrees to Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementTransaction, including using commercially reasonable efforts to accomplish the following: : (i) the taking of all reasonable acts necessary to cause the conditions to Closing precedent set forth in Article X and Article XI to be satisfied as promptly as practicable, satisfied; (ii) the obtaining obtaining, at the earliest practicable date, of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Authorizations and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Proceeding by any Governmental Entity and Authority; and (iii) the obtaining execution or delivery of all any additional instruments necessary consentsto consummate the Transaction and to fully carry out the purposes of this Agreement. (b) Seller, approvals on the one hand, and ▇▇▇▇▇, on the other hand: (i) shall promptly inform each other of any communication from any Governmental Authority concerning this Agreement, the Transaction, and any filing, notification or waivers from third partiesrequest for approval; and (ii) shall permit the other to review in advance any proposed written or material oral communication or information submitted to any such Governmental Authority in response thereto. In connection addition, no Party shall agree to participate in any meeting with and without limiting the foregoingany Governmental Authority in respect of any filings, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act investigation or other inquiry with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate or the Transaction, unless such Party consults with the other party Parties in advance and, to the extent necessary to assist permitted by any such Governmental Authority, gives the other party Parties the opportunity to attend and participate thereat, in each case to the preparation maximum extent practicable. Subject to any restrictions under applicable laws, rules or regulations, each of Buyer, on the one hand, and Seller, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Authority or members of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation staff on the merits (such litigation to be directed by Parentother hand, with respect to this Agreement, the Transaction (excluding documents and communications that are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine) or any litigation costs incurred by such filing, notification or request for approval. Each Party shall also furnish the Company other Party with such necessary information and assistance as such other Party and its Affiliates may reasonably request in connection with its participation therein their preparation of necessary filings, registration or submissions of information to the Governmental Authority in excess connection with this Agreement, the Transaction and any such filing, notification or request for approval. (c) Subject to the terms and conditions of $100,000 this Agreement, Buyer shall take any and all steps necessary to be borne by Parent)avoid or eliminate any impediments under any applicable antitrust, negotiation competition or other action, trade regulation laws that may be asserted by any Governmental Entity or third party Authority with respect to the transaction contemplated Transaction so as to enable the Closing to occur as soon as reasonably possible, including, without limitation, proposing, negotiating, committing to and effecting, by this Agreement under the HSR Act consent decree or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parentotherwise, the Company sale, divestiture or one disposition of their Affiliates will be required to proffer, divest or hold separate any material such assets or any material portion businesses of any business of Parent, the Company Buyer or any of their Affiliates its Subsidiaries as may be required in connection with resolving order to avoid the entry, or to effect the dissolution, of any such objection injunction, temporary restraining order or challenge; and provided, furtherother order in any suit or proceeding, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and would otherwise to minimize have the effect of such statute preventing, delaying or regulation on restricting the consummation of the transactions contemplated in this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreementprovided herein, each of the parties agrees to Company, Parent and Sub shall, and the Company shall cause each of its Subsidiaries to, cooperate and use its their commercially reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in Article 6, and to make, or cause to be made, all filings necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Shareholder Agreement, including using their commercially reasonable efforts to accomplish obtain, prior to the following: (i) the taking Closing Date, all licenses, Permits, consents, approvals, authorizations, qualifications and orders of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings parties to contracts with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division its Subsidiaries as are necessary for consummation of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with and to fulfill the other party conditions to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulationMerger; provided, however, that Parent shall not be required to initiate no loan agreement or continue such contest through litigation and contract for borrowed money shall be entitled repaid, in whole or in part, except as currently required by its terms, and no Contract shall be amended to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that increase the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, amount payable by the Company or one of their Affiliates will its Subsidiaries thereunder or otherwise to be required more burdensome to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates its Subsidiaries in connection with resolving order to obtain any such objection consent, approval or challenge; and provided, further, that no settlement in respect authorization without first obtaining the approval of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementParent.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "“HSR Filing"”) required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's ’s prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the ------------------------------- conditions set forth in this Agreementhereof, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in effective as promptly as practicable the most expeditious manner practicableTender Offer, the Merger and the other transactions contemplated by this Agreement Agreement, and to cooperate with each other in connection with the Shareholder Agreementforegoing, including using commercially its reasonable best efforts to accomplish the following: (ia) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities other parties to material agreements, leases and the making of all necessary registrations and filings other contracts, (including filings with Governmental Entitiesb) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals and authorizations as are required to be obtained under any federal, state or waivers from third partiesforeign law or regulation, (c) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (d) effect any necessary registrations and filings and submissions of information requested by governmental authorities, and (e) fulfill all conditions to this Agreement. In connection with furtherance of and without limiting not in limitation of the foregoing, the Company shall permit Parent to reasonably participate in the defense and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division settlement of the Department any claim, suit or cause of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect action relating to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder AgreementTender Offer, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may Company shall not settle or compromise any such claim, suit or cause of action without Parent's prior written consent, which shall not be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementunreasonably withheld.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions to the Closing to be satisfied as promptly as practicablesatisfied, (ii) the obtaining of all necessary actions legally required approvals or nonactionsconsents from FINRA or any United States, waiversforeign, consents and approvals from national, federal, state, provincial, municipal, county, regional or local governmental or quasi-governmental or regulatory authority (including FINRA, the SEC, a national securities exchange or other self-regulatory organization), any political subdivision, agency, commission, authority, department, division or instrumentality thereof, any court, arbitral tribunal, arbitrator or other dispute mediator, or any other similar domestic or foreign entity (collectively, a “Governmental Entities Entity”), and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, FINRA or any Governmental Entity Entity, and (iii) the obtaining execution and delivery of all any additional instruments reasonably necessary consentsto consummate the transactions contemplated by, approvals and to fully carry out the purposes of, this Agreement. Each Party shall also refrain from taking, directly or waivers from third parties. In connection with and without limiting the foregoingindirectly, the Company and Parent shall duly file any action contrary or inconsistent with the U.S. Federal Trade Commission provisions of this Agreement, including action that would impair such Party's ability to consummate the transactions contemplated hereby. Purchaser shall take (or cause to be taken) all commercially reasonable actions, and do (or cause to be done) all things commercially reasonable, necessary, proper or advisable, as determined by Purchaser, to obtain the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect financing necessary to consummate the transactions contemplated by this Agreement as promptly as practicableAgreement. Each party shall cooperate with the other party Notwithstanding anything to the extent necessary contrary, nothing in this Agreement shall require, or be construed to assist the other party in the preparation of its HSR Filing andrequire any Party to agree to, if requested(i) sell, to promptly amend hold, divest, discontinue or furnish additional information thereunder and shall use their commercially reasonable efforts to limit any assets, businesses or interests; (Aii) take such actions any action that could reasonably be expected to result in a material adverse effect on WPS, taken as are necessary a whole, or advisable to obtain prompt approval the incurrence of a material liability by the Seller; (iii) make any material modification or waiver of the consummation terms and conditions of the Transactions by any Governmental Entitythis Agreement; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (yiv) Parent shall determine in good faith (after consultation with outside counsel) that Parentcommence, the Company prosecute, defend or one of their Affiliates will be required to proffer, divest or hold separate settle any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementlegal proceeding.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, the Company and Parent shall shall, as promptly as practicable after the date of this Agreement, duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms form (the "“HSR Filing"”) required under the HSR Act and with the applicable Canadian Governmental Entities the filings (the “Canadian Filings”) required under the Competition Act (Canada) and the Investment Canada Act (Canada) (collectively, the “Canadian Competition Laws”), in each case with respect to the transactions contemplated by this Agreement Agreement. The HSR Filing and the Canadian Filings shall be in substantial compliance with the requirements of the HSR Act and the Canadian Competition Laws, as promptly as practicableapplicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and the Canadian Filings, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder thereunder. The Company and Parent shall use their commercially furnish to each other’s counsel such necessary information and reasonable efforts to (A) take such actions assistance as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company other party may reasonably request in connection with its participation therein preparation of any filing or submission that is necessary in excess of $100,000 to be borne by Parent), negotiation connection with the HSR Filing and the Canadian Filings and with any inquiry or other action, that may be asserted by communication with or from any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consenttherewith. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent, the Company or any Subsidiary to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries and neither the Shareholder AgreementCompany nor any of its Subsidiaries shall, without Parent’s written consent, agree to, or proffer to, divest or hold separate any assets or any portion of its business; provided that, notwithstanding the foregoing, at Parent’s request, the Company or any Subsidiary shall agree to, or proffer to, divest or hold separate any assets or any portion of its business so long as such divestiture or holding separate shall occur no earlier than, and be conditioned upon the occurrence of, the consummation of the Merger.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepracticable but in any event by three days prior to October 30, 2019, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all such reasonable acts necessary to cause the conditions to Closing precedent set forth in Article VI to be satisfied as promptly as practicablesatisfied, (ii) the obtaining of all such reasonably necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all such reasonably necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all such reasonable steps as may be reasonably necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity and Entity, (iii) the obtaining of all necessary such material consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division parties required as a result of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by in this Agreement, including the consents referred to in Schedules 2.5 and 3.5, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity; Entity vacated or reversed and (Bv) the execution or delivery of any additional instruments reasonably necessary to resolve consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, (i) nothing in this Agreement shall be deemed to require Parent or the Company to agree to any objections and challengesdivestiture by itself or any of its Affiliates of shares of capital stock or of any business, including by contest through litigation assets or property, or the imposition of any material limitation on the merits ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock and (such litigation to be directed by ii) in no event shall Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that ParentMerger Sub, the Company or one of their Affiliates will its Subsidiaries be required obligated to profferbear any expense or pay any fee or grant any concession in connection with obtaining any consents, divest authorizations or hold separate any material assets or any material portion approvals pursuant to the terms of any business of Parent, Contract to which the Company or any of their Affiliates its Subsidiaries is a party in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders consummation of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementMerger.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to party shall use its commercially reasonable efforts to cause the Closing to occur and to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementContemplated Transactions, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of all required consents, approvals and waivers from, the making of all required registrations and filings with, and the giving of all required notices to, Governmental Authorities and the taking of all acts reasonable steps as may be necessary to cause the conditions to Closing to be satisfied as promptly as practicable, avoid an Action by any Governmental Authority; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary required consents, approvals or waivers from from, and the giving of all required notices to, third parties. In connection with and without limiting ; (iii) the foregoingdefending of any Actions, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by whether judicial or administrative, challenging this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions Contemplated Transactions, including seeking to have any stay or temporary restraining order entered by any Governmental EntityAuthority vacated or reversed; and (Biv) the execution and delivery of any additional documents or instruments necessary in order to resolve any objections and challenges, including by contest through litigation on consummate the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulationContemplated Transactions as expeditiously as possible; provided, however, that Parent such commercially reasonable efforts shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine include any requirement that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000party commence any litigation, or offer or grant any accommodation (yfinancial or otherwise) Parent shall determine to any third party, in good faith (after consultation with outside counsel) that Parentorder to obtain any consent, the Company approval or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challengewaiver; and provided, further, that no settlement Buyer shall not be required to give any guarantee or pay any fees or other payments in respect order to obtain any consent, approval or waiver or to consent to any change in the terms of any such litigation which will in Assigned Contract that Buyer may reasonably deem adverse to the interest of Buyer or the Business. (b) Each party shall use commercially reasonable efforts to not take any way affect the consideration to be received by the holders of the Company Common Stockaction, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure enter into any transaction, that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or would cause any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable conditions set forth in Article 8 not to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementsatisfied.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.3(c), each of the parties agrees undertakes to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement Transactions and to obtain satisfaction of the Shareholder Agreementconditions precedent to the Merger, including using commercially reasonable efforts to accomplish the following: without limitation (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, clearances, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) preventing the entry, enactment or promulgation of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the Transactions under this Agreement, (iv) seeking the lifting or rescission of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the Transactions under this Agreement, (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the Transactions and to cooperate to defend against it and respond thereto, (vi) the execution and delivery of any additional instruments necessary to consummate the Transactions contemplated by, and to fully carry out the purposes of, this Agreement, (vii) using commercially reasonable efforts to arrange for the Company's independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent's financings of the Cash Consideration and (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person's willful misconduct or gross negligence. For purposes of this Agreement, commercially reasonable efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (iv) conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits. In connection with furtherance and without limiting not in limitation of the foregoing, each of Parent and the Company undertakes to make an appropriate filing under HSR with respect to the Transactions as promptly as practicable and Parent shall duly file with in any event within 15 Business Days following the U.S. Federal Trade Commission date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Antitrust Division HSR Act and to take all other actions necessary to cause the expiration or termination of the Department of Justice the notification and report forms (the "HSR Filing") required applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement as promptly soon as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent will use its their respective commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of approvals, to effect all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval remove any injunctions or waiver fromother impediments or delays, legal or otherwise, in order to avoid an action or proceeding by, any Governmental Entity consummate and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to make effective the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with for the other party purpose of securing to the extent necessary to assist parties hereto the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction benefits contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulationAgreement; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled agree to terminate this Agreement pursuant to Section 7.01(g) if (x) any divestiture by Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, ’s Subsidiaries or Affiliates or by the Company or any of their its Affiliates in connection with resolving any such objection of shares of capital stock or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders business, assets or property of Parent or its Subsidiaries or Affiliates or of the Company Common Stockor its Affiliates, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board imposition of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, any material limitation on the Shareholder Agreement, the Merger or ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock. In furtherance and not in limitation of the other foregoing, if required, each of Parent and Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated hereby as promptly as practicable on and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the terms contemplated by this Agreement HSR Act and to take all other actions necessary to cause the Shareholder Agreement and otherwise to minimize expiration or termination of the effect of such statute or regulation on this Agreement, applicable waiting periods under the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementHSR Act as soon as practicable.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms form (the "“HSR Filing"”) required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consentthereunder. The Company and its Board of Directors shall (1) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Merger and the other transactions contemplated by this Agreement. No party shall voluntarily extend any waiting period under the HSR Act and/or enter into any agreement with a Governmental Entity to delay or not to consummate the Merger or any of the other transactions contemplated by this Agreement except with the prior written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned and which reasonableness shall be determined in light of each party’s obligation to do all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement). If any objections are asserted with respect to the Merger or this Agreement and under any applicable antitrust or competition law, or if any suit or proceeding is instituted by any Governmental Entity or any other person challenging the Shareholder AgreementMerger or this Agreement as violative of any applicable antitrust or competition law, the parties shall use their commercially reasonable efforts to resolve such objections, suit or proceeding. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or desirable, or advisable under applicable laws, so as to consummate and make effective, in (a) permit consummation of the most expeditious manner practicable, the Merger Purchase and the other exercisability in full of the Warrant for Warrant Shares as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and by this Agreement the other Transaction Documents (including making filings and deliveries) and (b) satisfy the Shareholder Agreementconditions set forth in Section 1.2, including using and shall use commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with the other party to that end. Without limiting the extent necessary generality of the foregoing, (i) at the request of the Investor, made at any time and from time to assist time (whether prior to or following the other party in Closing), the preparation Company shall make or cause to be made all filings required from the Company or its respective subsidiaries or affiliates under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of its 1976 (the “HSR Filing andAct”) to permit the Investor to acquire any or all of the Warrant Shares, if requestedand any Class A Common Shares proposed by the Company to be issued to Investor as a dividend on the Warrant Shares, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of cooperate with the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company Investor in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party HSR Act filings and otherwise with respect to the transaction contemplated by this Agreement under the HSR Act or obtaining of any other required antitrust or unfair competition lawapprovals, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g(ii) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary under applicable law to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreementcall, the Shareholder Agreement, the Merger or any give notice of and hold a meeting of the other transactions contemplated by this Agreement or holders of Common Voting Shares to consider and vote to approve the Shareholder Agreement Articles Amendment, and (2iii) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any board of directors of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure Company shall recommend that the Merger and holders of Common Voting Shares vote to approve the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of Articles Amendment at such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreementmeeting.

Commercially Reasonable Efforts. Upon Subject to the terms and subject to the conditions set forth in this Agreementprovided herein, each of the parties agrees to Company, Parent and Sub shall, and the Company shall cause each of its Subsidiaries to, cooperate and use its their commercially reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in Article 6, and to make, or cause to be made, all filings necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement and the Shareholder Agreement, including using their commercially reasonable efforts to accomplish obtain, prior to the following: (i) the taking Closing Date, all licenses, Permits, consents, approvals, authorizations, qualifications and orders of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings parties to contracts with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division its Subsidiaries as are necessary for consummation of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. Each party shall cooperate with and to fulfill the other party conditions to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulationMerger; provided, however, that Parent shall not be required to initiate no loan agreement or continue such contest through litigation and contract for borrowed money shall be entitled repaid, in whole or in part, except as currently required by its terms, and no Contract shall be amended to terminate this Agreement pursuant increase the amount payable thereunder or otherwise to Section 7.01(g) if (x) Parent shall determine that the litigation cost be more burdensome to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates its Subsidiaries in connection with resolving order to obtain any such objection consent, approval or challenge; and provided, further, that no settlement in respect authorization without first obtaining the approval of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder AgreementParent.

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms form (the "“HSR Filing"”) required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consentthereunder. The Company and its Board of Directors shall (1) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Merger and the other transactions contemplated by this Agreement. No party shall voluntarily extend any waiting period under the HSR Act and/or enter into any agreement with a Governmental Entity to delay or not to consummate the Merger or any of the other transactions contemplated by this Agreement except with the prior written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned and which reasonableness shall be determined in light of each party’s obligation to do all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement). If any objections are asserted with respect to the Merger or this Agreement and under any applicable antitrust or competition law, or if any suit or proceeding is instituted by any Governmental Entity or any other person challenging the Shareholder Agreement.Merger or this Agreement as violative of any applicable antitrust or competition law, the parties shall use their commercially reasonable efforts to resolve such objections, suit or proceeding. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries. Table of Contents

Commercially Reasonable Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (iii) the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms form (the "“HSR Filing"”) required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder and shall use their commercially reasonable efforts to (A) take such actions as are necessary or advisable to obtain prompt approval of the consummation of the Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, including by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of the Company that Parent would bear pursuant to this Section 5.03) are reasonably likely to exceed $1,000,000, or (y) Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of their Affiliates will be required to proffer, divest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the consideration to be received by the holders of the Company Common Stock, Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consentthereunder. The Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Stockholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Stockholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Stockholder Agreement. Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their respective Subsidiaries.