Common use of Efforts to Consummate Clause in Contracts

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the parties hereto agrees to Company will use its their respective reasonable best efforts to promptly take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate and make effective as promptly as practicable, practicable after the transactions contemplated herebyAgreement Date the Transactions, including the obtaining of (i) preparing and filing with applicable Governmental Entities as promptly as reasonably practicable all necessary consentsapplications, waiversnotices, authorizationsdisclosures, orders petitions, filings (or draft filings, as applicable), ruling requests and approvals of third partiesother documents required under any Antitrust Laws and to satisfy as promptly as practicable the condition set forth in Section 7.01(c) (the “Required Approvals”), whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such (ii) taking all steps as may be necessary to remove obtain all such Consents as promptly as reasonably practicable, and (iii) obtaining any Encumbrances waivers, qualifications, consents, certificates, clearances, and approvals required from third parties (other than Permitted EncumbrancesConsents) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions. No consideration, whether such consideration shall consist of Subject to its obligations under the payment of money or shall take foregoing and any other formprovision of this Agreement, for Parent will control (in a manner consistent with this Section 6.03) and lead all communications and strategy relating to obtaining any such consentRequired Approvals, waiver and the Company will not, and will cause the Company Subsidiaries and its directors and officers and direct its other Representatives not to, make any proposal to, or agreement necessary (except to the consummation extent required by Law) any filings with, Governmental Entities in respect of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies any matter related to any Required Approvals without the prior written approval consent of Buyer. No Shareholder Parent or its counsel (which shall seek to exercise any dissenters rights not be unreasonably withheld, conditioned or similar rights which may become available delayed); provided that Parent shall keep the Company reasonably informed on a current basis, consult with and consider in good faith the views and comments of the Company in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed communications and delivered by the parties heretostrategy. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer Parent and the Company will, and will cause their respective directors, officers and employees to enter into and direct their respective other Representatives to, give the other Party reasonable notice of, and the opportunity for it and its Representatives to participate in, all substantive meetings and telephone calls with any agreement or other arrangement for the financing Governmental Entity in respect of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalRequired Approvals.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating reasonably practicable the transactions contemplated by this Agreement. Each , including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article VIII and, in the case of any Additional Agreement to which such Party is contemplated to be a party agrees after the date of this Agreement, to cooperate fully with the other party in assisting it execute and delivery such Additional Agreement when required pursuant to comply with this Section 5.8Agreement, and Shareholders agree (ii) using reasonable best efforts to take such steps as may be necessary obtain the PIPE Investment on the terms and subject to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assetsconditions set forth in the PIPE Subscription Agreements. Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use reasonable best efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale Authority or other disposition to a third party of such portion Persons necessary, proper or portions of the Companies' Assets or Business as are necessary to enable the parties hereto advisable to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical or the Additional Agreements; provided, however, that in the case of any such Consents of any Person (other than an Authority), ARYA and its Affiliates (including, for the avoidance of doubt, from and after the Closing, the Business Entities) shall not be required to make any payments to secure any such Consent and shall not be required to amend, modify or supplement any Contract to which such Consent may relate, and Amber GT Parent, Amber GT and their respective Affiliates (including, prior to the terms Closing, the Business Entities) shall not take any of the foregoing actions without ARYA’s prior written consent. Amber GT Parent shall bear the costs incurred in connection with obtaining, filing or delivering such Consents; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (A) make any appropriate filings pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and in any event within ten (10) Business Days) following the date of this Agreement, and (B) respond as promptly as reasonably practicable to any requests by any Authority for additional information and documentary material that may be requested pursuant to the HSR Act. ARYA shall promptly inform Amber GT Parent of any communication between ARYA, on the one hand, and any Authority, on the other hand, and Amber GT Parent shall promptly inform ARYA of any communication between any Amber Entity or any Affiliate thereof, on the one hand, and any Authority, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement or any Additional Agreement; provided that, for the avoidance of doubt, the foregoing shall not apply with respect to communications with any Taxing Authority following the Closing Date. Without limiting the foregoing, (x) to the extent available at the time this Agreement was executed of filing thereof, the Parties agree to request early termination of the applicable waiting period under the HSR Act, and delivered by (y) each Party and their respective Affiliates shall not extend any waiting period, review period or comparable period under the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to HSR Act or enter into any agreement or other arrangement for the financing of with any Authority not to consummate the transactions contemplated hereby on terms that are not satisfactory or by the Additional Agreements, except with the prior written consent of ARYA and Amber GT Parent. Nothing in this Section 6.3 obligates any Party or any of its Affiliates to Buyeragree to (i) sell, in license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Business Entity or any entity, facility or asset of such Party or any of its sole discretion or Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any party hereto of the measures set forth in the immediately preceding sentence with respect to initiate such Party or with respect to any litigation, make other Party or any substantial payment or incur any material economic burdenof its Affiliates, except for payments a party presently is contractually obligated to make, to obtain any with ARYA’s and Amber GT Parent’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating reasonably practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Article 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement. Each party agrees , to cooperate fully with the other party in assisting it execute and deliver such Ancillary Document when required pursuant to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsAgreement). Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use reasonable best efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale Governmental Entities or other disposition to a third party of such portion Persons necessary, proper or portions of the Companies' Assets or Business as are necessary to enable the parties hereto advisable to consummate the transactions contemplated by this Agreement or the Ancillary Documents. The Company shall bear the costs incurred in connection with obtaining such Consents; provided, however, that, subject to Section 8.6, each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Bannix shall promptly inform the Company of any communication between Bannix, on terms as nearly as possible identical to the terms provided for at one hand, and any Governmental Entity, on the time other hand, and the Company shall promptly inform Bannix of any communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement was executed and delivered by or any Ancillary Document. Without limiting the parties hereto. Notwithstanding generality of the foregoing, nothing contained herein no Party shall require (i) Buyer to enter into any agreement or other arrangement for the financing of with any Governmental Entity not to consummate the transactions contemplated hereby on terms that are not satisfactory or by the Ancillary Documents, except with the prior written consent of Bannix and the Company. Nothing in this Section 5.2 obligates any Party or any of its Affiliates to Buyeragree to (a) sell, in license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its sole discretion Affiliates, (b) terminate, amend or assign existing relationships and contractual rights or obligations, (c) amend, assign or terminate existing licenses or other agreements, or (iid) enter into new licenses or other agreements. No Party shall agree to any party hereto of the foregoing measures with respect to initiate any litigation, make other Party or any substantial payment or incur any material economic burdenof its Affiliates, except for payments a party presently is contractually obligated to make, to obtain any with Bxxxxx’s and the Company’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of RGHI, the parties hereto Buyer and the Company agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of practicable the transactions contemplated by this Agreement, including participation (i) cooperation in meetings, due diligence sessions and road shows, the preparation and filing of offering memoranda any filings that may be required under the HSR Act and similar documents as any amendments thereto; provided, however, that the Buyer shall reasonably request; will not be required to agree to the sale or other disposal or divestiture by the Buyer or any of its Affiliates of any particular or specified assets, category of assets or businesses, nor will the Buyer be required to agree not to compete in any geographic area or line of business, (ii) Shareholders agree making all filings, applications, statements and reports to provide all Governmental Authorities, Self-Regulatory Organizations and other Persons which are required to cause be made prior to the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively Closing Date by or on behalf of third partiesRGHI, challenging the Company, any of the Subsidiaries, the Buyer or Merger Company pursuant to any applicable Law in connection with this Agreement or and the consummation transactions contemplated hereby, (iii) the compliance with all requirements under the HSR Act applicable to the transactions contemplated hereby, (iv) contesting any Legal Proceeding relating to the transactions contemplated hereunder, (v) consummating all of the financing transactions contemplated by the commitment letters, term sheets and/or "highly-confident" letters listed on Schedule 4.6, and (vi) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. No considerationRGHI and the Buyer each agrees to use reasonable best efforts to make, whether such consideration shall consist or cause to be made, all filings applicable to them or their ultimate parent entities of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary notification and report forms pursuant to the consummation of HSR Act with respect to the transactions contemplated hereby shall be given or promised by Shareholders or hereunder within fifteen Business Days after the Companies without the prior written approval date of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms (or, if applicable as nearly a result of any change in requirements under the HSR Act, as possible identical promptly as practicable after such requirement becomes applicable) and to supply promptly any additional information and documentary material that may be requested pursuant to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalHSR Act.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees to Company, Parent and Merger Sub, shall, and shall cause its Subsidiaries to, use its reasonable best efforts to cooperate with each other party hereto to take, or cause to be taken, any and all action actions, and to do, or cause to be done, all things reasonably necessary, appropriate or desirable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions hereof, including taking, or causing to be taken, all actions, and doing, or causing to be done, all things necessary, proper or advisable under applicable Laws to consummate, satisfy the conditions set forth in Article VII and consummate and make effective the Merger and the transactions contemplated by this Agreement as promptly as practicable, the transactions contemplated herebyincluding to obtain, including the obtaining of all necessary or cause to be obtained, any requisite approvals, consents, waivers, authorizations, orders orders, exemptions or waivers by any third Person, including preparing and approvals of third partiesfiling with a Governmental Entity as reasonably promptly as practicable all necessary applications, whether private or governmentalnotices, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8petitions, filings, ruling requests, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide documents and to cause the Companies and their Personnel to provide obtain as reasonably promptly as practicable all Consents necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, advisable to be consummated obtained from any Governmental Entity in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto order to consummate the transactions contemplated by this Agreement on terms (collectively, the “Governmental Approvals”), provided, however, that with respect to obtaining FCA Approval, such actions shall include making any capital contribution or taking any other actions, in each case so long as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require taking those actions would not (i) Buyer to enter into any agreement have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to BuyerParent and its Subsidiaries, in its sole discretion taken as a whole or (ii) involve a shutdown or divestiture of a material portion of Parent’s United Kingdom business. Notwithstanding anything herein to the contrary, if any party hereto to initiate any civil, criminal or administrative action, suit, litigation, make arbitration, proceeding or investigation is instituted (or threatened to be instituted) challenging the consummation of the Merger or any substantial payment other transaction contemplated by this Agreement as violative of any Regulatory Law, it is expressly understood and agreed that Parent will defend through litigation on the merits any claim asserted in any court with respect to the transactions contemplated by this Agreement by the FTC, the DOJ, the FCA or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain other applicable Governmental Entity under any consent, waiver, authorization, order or approvalRegulatory Law.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Sellers, Buyer and the Company shall use its reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate and make effective as promptly as practicable, practicable after the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of date hereof the transactions contemplated by this Agreement, including participation in meetings(i) preparing as promptly as practicable all necessary applications, due diligence sessions notices, petitions, filings, ruling requests, and road shows, the preparation of offering memoranda and similar other documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and their Personnel clearances necessary or advisable to provide all necessary cooperation and information be obtained from any Governmental Entity in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto order to consummate the transactions contemplated by this Agreement on terms (collectively, the “Governmental Approvals”) and (ii) as nearly promptly as possible identical practicable taking all steps as may be necessary to the terms provided for at the time this Agreement was executed obtain all such Governmental Approvals. In furtherance and delivered by the parties hereto. Notwithstanding not in limitation of the foregoing, nothing contained herein shall require each party hereto agrees to (iA) Buyer make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five (5) Business Days of the date of this Agreement, (B) make all other required filings pursuant to other Regulatory Laws with respect to the transactions contemplated hereby as promptly as practicable, and (C) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the DOJ or any other arrangement for the financing of Governmental Entity not to consummate the transactions contemplated hereby on terms that are not satisfactory to Buyerby this Agreement, in its sole discretion or (ii) any except with the prior written consent of the other party hereto (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information or documentation that may be requested pursuant to initiate the HSR Act or any litigationother Regulatory Law and use its reasonable best efforts to take all other actions necessary, make proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any substantial payment other Regulatory Law as soon as possible. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require the Buyer to arrange or incur any material economic burden, except for payments a party presently obtain Financing that is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalnot Acceptable Financing.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees Parties agree to use its all reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating practicable the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoingincluding, without limitation, (i) Shareholders to obtain consents of all Governmental Entities necessary to consummate the transactions contemplated by this Agreement, including but not limited to any necessary consents relating to the change of beneficial ownership of the Company or, to the extent applicable, any other Target Company, (ii) cooperation in the preparation and filing of any filings that may be required under the HSR Act and any amendments thereto, (iii) the compliance with all requirements under the HSR Act applicable to the transactions contemplated hereby, (iv) requesting early termination of the applicable waiting period under the HSR Act and (v) the execution of any additional instruments necessary to consummate the transactions contemplated hereby; provided, however, that nothing in this Section 4.4 shall require, or be construed to require, Buyer or any of its Affiliates to (A) sell, dispose, divest, discontinue or limit any assets, businesses or interests of Buyer or any of its affiliates (before the Closing) or of Buyer, the Company or any of their respective affiliates (after the Closing), (B) agree to provide and to cause any restrictions or changes in the Companies and their Personnel to provide all necessary cooperation with the arrangement operations of any financingof Buyer's assets, business or amendments interests which could reasonably be expected to materially and aversely impact the economic or waivers in connection with existing financing arrangements, business benefits to be consummated in respect Buyer of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; or (iiC) Shareholders agree to provide any material modification or waiver of the terms and to cause the Companies and their Personnel to provide all necessary cooperation and information conditions of this Agreement. All costs incurred in connection with obtaining such consents, including, without limitation, the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firmHSR Act filing fee, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised shared equally by Shareholders or Buyer and the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalCompany.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable good faith efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets5.11. Without limiting the 25 30 generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies Company without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (ia) any party hereto or any of their respective Affiliates to sell, transfer, divest or otherwise dispose of any of its respective business, assets or properties in connection with this Agreement or any of the transactions contemplated hereby, (b) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (iic) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenburden (including as a result of any divestiture), except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicablereasonably practicable the Transactions (including (i) the satisfaction, but not waiver, of the transactions contemplated herebyclosing conditions set forth in Article 7 and, including in the obtaining case of all necessary consents, waivers, authorizations, orders and approvals any Ancillary Document to which such Party will be a party after the date of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees , to cooperate fully with execute and deliver such Ancillary Document when required pursuant to this Agreement and (ii) the other party in assisting it Company taking, or causing to comply with this be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.86.2(a) of the Company Disclosure Schedules to be terminated effective as of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect after the AssetsEffective Time, Acquiror)). Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use commercially reasonable efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financingGovernmental Entities necessary, proper or amendments advisable to consummate the Transactions, including preparing and submitting any required notices related to any registrations obtained by any Company Group Member from any Governmental Entity and preparing and submitting any requests to amend or waivers novate any Permits related to Trade Controls that may be necessary as a consequence of the Transactions. The Company shall bear the costs incurred in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreementobtaining such Consents, including participation in meetingsthe HSR Act filing fee; provided, due diligence sessions however, that each Party shall bear its out-of-pocket costs and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information expenses in connection with the preparation of any fairness opinion which such Consents. Each Party shall (A) make any appropriate filings pursuant to the Buyer HSR Act with respect to the Transactions within ten (10) Business Days following the date of this Agreement and any appropriate filings required by the Antitrust Laws other than the HSR Act promptly following the date of this Agreement and (B) respond as promptly as reasonably practicable to any requests by any Governmental Entity for additional information and documentary material that may request be requested pursuant to the HSR Act or any such other Antitrust Law. Acquiror shall promptly inform the Company of any investment bank or similar firmcommunication between any Acquiror Party, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform Acquiror of any communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedingseither case, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with regarding any of the transactions contemplated herebyTransactions. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding Without limiting the foregoing, nothing contained herein each Party and their respective Affiliates shall require (i) Buyer to not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of Acquiror and the Company. Nothing in this Section 6.2 obligates any Party or any of its Affiliates to agree to (1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of the Company, (2) terminate, amend or assign existing relationships and contractual rights or obligations, (3) amend, assign or terminate existing licenses or other arrangement for the financing agreements, or (4) enter into new licenses or other agreements. No Party shall agree to any of the transactions contemplated hereby on terms that are not satisfactory foregoing measures with respect to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenother Party, except for payments a party presently is contractually obligated to make, to obtain any with Xxxxxxxx’s and the Company’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of Parent, Merger Sub and the parties hereto agrees to Company shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate, consummate and make effective as promptly as practicable, practicable the transactions contemplated hereby, by this Agreement (including the obtaining satisfaction, but not waiver, of the closing conditions set forth in Article 6). Each of Parent, Merger Sub and the Company shall use reasonable best efforts to obtain consents of all Governmental Entities necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating consummate the transactions contemplated by this Agreement. Each party agrees hereto shall make an appropriate filing, if necessary, pursuant to cooperate fully the HSR Act with respect to the other party transactions contemplated by this Agreement promptly (and in assisting it any event, within seven (7) Business Days) after the date of this Agreement and shall supply as promptly as practicable to comply with this Section 5.8, the appropriate Governmental Entities any additional information and Shareholders agree to take such steps as documentary material that may be necessary requested pursuant to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsHSR Act. Without limiting the generality of the foregoing, (i) Shareholders the Company, Parent and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby, except with the prior written consent of the other parties hereto, and (ii) Parent and Merger Sub agree to provide and take all actions that are necessary or reasonably advisable or as may be required by any Governmental Entity to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of expeditiously consummate the transactions contemplated by this Agreement, including participation in meetings(A) selling, due diligence sessions licensing or otherwise disposing of, or holding separate and road showsagreeing to sell, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation license or otherwise dispose of, any entities, assets or facilities of any fairness opinion which Group Company after the Buyer may request Closing or any entity, facility or asset of any investment bank Parent or similar firmits Affiliates, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf a breach of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition a contractual obligation to a third party of such portion party) and (C) amending, assigning or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement terminating existing licenses or other arrangement for the financing agreements (other than terminations that would result in a breach of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion a license or (iisuch other agreement with a third party) any party hereto to initiate any litigation, make any substantial payment and entering into such new licenses or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalother agreements. All HSR Act filing fees shall be borne by Parent.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the parties hereto agrees to Company shall use its their respective reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate and make effective as reasonably promptly as practicable, practicable after the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of date hereof the transactions contemplated by this Agreement, including participation in meetings(i) promptly preparing all necessary applications, due diligence sessions notices, petitions, filings, ruling requests and road shows, the preparation of offering memoranda and similar other documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel obtain as reasonably promptly as practicable all Consents necessary or advisable to provide all necessary cooperation and information be obtained from any Governmental Entity in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto order to consummate the transactions contemplated by this Agreement on terms (collectively, the “Governmental Approvals”) and (ii) promptly taking all steps as nearly as possible identical may be necessary to the terms provided for at the time this Agreement was executed obtain all such Governmental Approvals. In furtherance and delivered by the parties hereto. Notwithstanding not in limitation of the foregoing, nothing contained herein each party hereto agrees to (A) within ten (10) Business Days following the date of this Agreement, make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, (B) within ten (10) Business Days following the date of this Agreement, make an appropriate and complete filing of a notification pursuant to subsection 114(1) of the Canadian Competition Act, provided that Parent shall require also make a request for an advance ruling certificate pursuant to section 102 of the Canadian Competition Act or a “no action” letter indicating that the Commissioner of Competition appointed under subsection 7(1) of the Canadian Competition Act or any person designated to perform functions on behalf of the Commissioner of Competition (icollectively, the “Commissioner”) Buyer does not, at that time, intend to enter into any agreement or make an application under section 92 of the Canadian Competition Act, and (C) make all other arrangement for the financing filings pursuant to other applicable Regulatory Laws in respect of the transactions contemplated hereby on terms hereby. The Company shall use its reasonable best efforts to help Parent prepare all post-Closing filings that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated Parent deems advisable to make. Each of Parent and the Company shall supply promptly to the other party any additional information or documentation that may be required pursuant to the HSR Act or the Canadian Competition Act filings or any other filings required under other applicable Regulatory Laws. Parent shall pay the filing fees under the HSR Act, to obtain the Canadian Competition Act or other applicable Regulatory Law filings, but the Company shall bear its own costs for the preparation of any consent, waiver, authorization, order or approvalsuch filings.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including including, but not limited to, the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by Merger set forth in this AgreementAgreement and, in the case of Buyer, obtaining financing to consummate the transaction. Each party agrees to cooperate fully with each of the other party parties in assisting it them to comply with the provisions of this Section 5.8Section, and Shareholders in the event any claim, action, suit, investigation or other proceeding by any governmental body or other person is commenced which questions the validity or legality of the Merger or seeks damages in connection therewith, the parties agree to take cooperate and use their reasonable best efforts to defend against such steps as may be necessary to remove claim, action, suit, investigation or other proceeding. If an injunction or other order is issued in any Encumbrances (such action, suit or other than Permitted Encumbrances) which affect proceeding, the Assets. Without limiting the generality of the foregoing, (i) Shareholders parties agree to provide and use their reasonable best efforts to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or have such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale injunction or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties heretoorder lifted. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any no party hereto shall be required to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments other than a party presently is contractually obligated to makepayment otherwise required of it, to obtain any consent, waiver, authorization order or approval, and if, despite its efforts, any party is unable to obtain any material consent, waiver, authorization, order or approval, the other parties for whose benefit the consent, waiver, authorization, order or approval is to be obtained may terminate this Agreement and shall have no liability therefor, except as is provided in Section 10.2.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the parties hereto agrees to Company shall, and shall cause each of its Subsidiaries to, use its their respective commercially reasonable efforts (subject to compliance with applicable Law) to reasonably promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate and make effective as reasonably promptly as practicable, practicable after the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of date hereof the transactions contemplated by this Agreement, including participation in meetings(i) preparing as reasonably promptly as practicable all necessary applications, due diligence sessions notices, petitions, filings, ruling requests, and road shows, the preparation of offering memoranda and similar other documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel obtain as reasonably promptly as practicable all Consents necessary or advisable to provide all necessary cooperation and information be obtained from any Governmental Entity in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as reasonably promptly as practicable taking all steps as may be reasonably necessary, proper or advisable to obtain all such Governmental Approvals as soon as reasonably practicable (but in any event on terms as nearly as possible identical or prior to the terms provided for at the time this Agreement was executed and delivered by End Date); provided, however, that in no event shall any of the parties heretohereto or any of their respective Subsidiaries or Affiliates be required to (and in no event shall the Company or any of its Subsidiaries or Affiliates, without Parent’s prior written consent) pay any consideration or make any agreement or commitments in any case prior to the Effective Time in connection with obtaining any such approvals, consents, waivers, registrations, permits, authorizations or other confirmations from any such third parties. Notwithstanding In furtherance and not in limitation of the foregoing, nothing contained herein shall require each party hereto agrees to (iA) Buyer make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within 10 Business Days of the Agreement Date, (B) make all other required filings pursuant to other Regulatory Laws with respect to the transactions contemplated hereby, including pursuant to the merger notification or control Laws of applicable foreign jurisdictions with respect to the transactions contemplated hereby, as soon as reasonably practicable, and (C) not extend any waiting period under the HSR Act or enter into any agreement with the Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other arrangement for the financing of Governmental Entity not to consummate the transactions contemplated hereby on terms that are not satisfactory to Buyerby this Agreement, in its sole discretion or (ii) any except with the prior written consent of the other party hereto (which shall not be unreasonably withheld, conditioned or delayed). Parent and the Company shall supply as reasonably promptly as practicable any additional information or documentation that may be requested pursuant to initiate the HSR Act or any litigationother Regulatory Law and use its commercially reasonable efforts to take all other actions necessary, make proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalother Regulatory Law as soon as possible.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent, Merger Sub and the parties hereto agrees to Company shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate, consummate and make effective as promptly as practicable, practicable the transactions contemplated hereby, by this Agreement (including the obtaining satisfaction, but not waiver, of all necessary the closing conditions set forth in Article 7). Each of Parent, Merger Sub and the Company shall use reasonable best efforts to (i) secure any consents, waivers, authorizations, orders waivers and approvals of any third party (other than a Governmental Entity) required to be obtained to consummate the transactions contemplated by this Agreement; provided, however, that, except as provided in the Side Letter, notwithstanding anything to the contrary in this Agreement, such action shall not include any requirement of any party hereto or any of such parties’ Affiliates to pay money to any such third party, whether private commence or governmentalparticipate in any litigation, required offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any such third party (subject to the parties obligations in Section 6.5(d)), and (ii) obtain consents of it to enable it to comply with the conditions precedent to consummating all Governmental Entities necessary to, in each case, consummate the transactions contemplated by this Agreement. Each party agrees hereto shall make an appropriate filing, if required, pursuant to cooperate fully the HSR Act and with any applicable foreign Governmental Entity for which a competition filing is required, in each case, with respect to the other party in assisting it transactions contemplated by this Agreement promptly after the date of this Agreement and shall supply as promptly as practicable to comply with this Section 5.8, the appropriate Governmental Entities any additional information and Shareholders agree to take such steps as documentary material that may be necessary requested pursuant to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsHSR Act or applicable law governing a foreign competition filing. Without limiting the generality of the foregoing, (i) Shareholders Parent and its Affiliates shall not extend any waiting period or comparable period under the HSR Act or applicable law governing a foreign competition filing or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby, except with the prior written consent of the other Parties hereto, and (ii) Parent and Merger Sub agree to provide and take all actions that are required by any Governmental Entity to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of expeditiously consummate the transactions contemplated by this Agreement, including participation in meetings(A) selling, due diligence sessions licensing or otherwise disposing of, or holding separate and road showsagreeing to sell, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation license or otherwise dispose of, any entities, assets or facilities of any fairness opinion which Group Company after the Buyer may request Closing or any entity, facility or asset of Parent or its Affiliates, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to a third party) of any investment bank Group Company after the Closing or similar firmParent or any of its Affiliates, and (C) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements, in each case as of any Group Company after the Buyer Closing or such bank shall reasonably request; Parent or any of its Affiliates. All HSR Act and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby applicable foreign competition filing fees shall be given or promised borne by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalParent.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Buyer and each Seller shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating practicable the transactions contemplated by this AgreementAgreement (including the satisfaction of the Closing conditions set forth in Article 6). Each party agrees Party shall use reasonable best efforts to cooperate fully obtain consents of all Governmental Entities (including, for the avoidance of doubt, from and after the Closing, to obtain any consents or approvals and complete the filings and registrations required in connection with the matters set forth in item 4 of Schedule 4.3(a) as promptly as practicable) and other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be Persons necessary to remove consummate the transactions contemplated by this Agreement and each Party shall provide all reasonable assistance requested by any Encumbrances (other than Permitted Encumbrances) which affect the AssetsParty in connection therewith, including any information relating to such Party or its Affiliates as required to be provided under applicable Law in order to obtain consents of Governmental Entities and other Persons. Without limiting the generality of the foregoing, Carlisle Asia Pacific shall provide such reasonable assistance and cooperation as is reasonably requested by ECS HK in connection with the preparation and filings of such documents, filings and registrations described in item 4 of Schedule 4.3(a) (or which are necessary to obtain the approvals contemplated thereby) so as to enable such filings to be made as promptly as practicable after the Closing. If at any time before Closing (1) the UK National Security and Investment Bxxx receives Royal Assent and enters into force as a UK Act of Parliament (the “UK NSI Act”) and (2) the provisions in the UK NSI Act or related legislation regulating the notification of transactions to the UK Secretary of State for Business, Energy and Industrial Strategy (the “UK Secretary of State”) enter into force, then if the Buyers determine that a notification to the UK Secretary of State is required or advisable thereunder in relation to the transaction contemplated by this Agreement, the Buyers shall promptly (and in no event later than ten (10) Business Days after such legislation enters into force), prepare and submit, at the Buyers’ sole cost and expense, a notification of the transactions contemplated by this Agreement to the UK Secretary of State in accordance with the UK NSI Act; provided, that the Sellers shall promptly provide to the Buyers all information required by the Buyers to prepare such notification. The Buyers and the Sellers shall supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested in connection with such notification to the UK Secretary of State. All HSR Act filing fees shall be borne by ECS. Each Party shall make an appropriate filing, if necessary, pursuant to the HSR Act (or any similar non-U.S. Laws) with respect to the transactions contemplated by this Agreement as promptly as practicable (and in the case of any filing pursuant to the HSR Act, within five Business Days) after the date of this Agreement (and any such filing shall request “early termination” of any applicable waiting periods) and shall supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested pursuant to the HSR Act (or any similar non-U.S. Laws). The Buyers and the Sellers shall act promptly and cooperatively to supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested in connection with the registration set forth on Schedule 5.3(a). Without limiting the foregoing, (i) Shareholders agree to provide and to cause the Companies Sellers, the Buyers and their Personnel respective Affiliates shall not extend any waiting period or comparable period under the HSR Act (or any similar non-U.S. Laws) or enter into any agreement with any Governmental Entity not to provide all necessary cooperation consummate the transactions contemplated hereby, except with the arrangement prior written consent of any financing, or amendments or waivers in connection with existing financing arrangements, the other Parties (such consent not to be consummated in respect unreasonably withheld), and (ii) the Buyers agree (but only to the extent otherwise required by the first sentence of this Section 5.3(a)) to take any and all actions that are necessary or reasonably advisable or as may be required by any Governmental Entity to expeditiously consummate the transactions contemplated by this Agreement, but in any event prior to the Termination Date, including participation in meetings(but only to the extent otherwise required by the first sentence of this Section 5.3(a)) (A) selling, due diligence sessions divesting, licensing or otherwise disposing of, or holding separate and road showsotherwise agreeing to sell, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of divest, license or otherwise dispose of, any fairness opinion which the Buyer may request of any investment bank entities, assets or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation facilities of the transactions contemplated hereby. No considerationAcquired Business after the Closing, whether such consideration shall consist (B) terminating, amending or assigning existing relationships and contractual rights and obligations of the payment Acquired Business (other than terminations that would result in a breach of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition a contractual obligation to a third party of such portion party) and (C) amending, assigning or portions terminating existing licenses or other agreements of the Companies' Assets Acquired Business (other than terminations that would result in a breach of a license or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed such other agreement with a third party) and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter entering into any agreement such new licenses or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalagreements.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable commercial efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the including, but not limited to, filing all such reports, notifications and other filings pursuant to federal, state, local or governmental regulation and obtaining of all necessary consents, waivers, authorizations, orders orders, approvals, Licenses and approvals Permits, licenses and/or waivers of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this AgreementAgreement and the Related Agreements. Seller agrees to cooperate fully, and to cause its officers and employees to cooperate fully, with Buyer and its officers, auditors, legal counsel, investment bankers and their legal counsel in connection with the financing of the transactions contemplated hereby. Each party agrees to cooperate fully with each of the other party parties in assisting it them to comply with the provisions of this Section 5.8, 5.10 and Shareholders agree Seller agrees to take such steps as may be necessary to remove any liens, mortgages, charges, pledges, security interests or other Encumbrances (other than Permitted EncumbrancesExceptions) which affect the Purchased Assets. Without limiting The term "Permitted Exceptions" as used in this Agreement means (a) statutory liens for current taxes or assessments not yet due or delinquent; (b) mechanics', carriers', workers', repairers' and other similar liens arising or incurred in the generality Ordinary Course of Business relating to obligations as to which there is no default on the part of Seller, provided that the same shall be fully discharged of record before the Closing; (c) such other liens, imperfections in title, charges, easements, restrictions and encumbrances which are set forth on Schedule 3.9 and do not in the aggregate impair the value of the foregoing, Purchased Assets by more than Twenty Five Thousand Dollars (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto$25,000). Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any no party hereto shall be required to initiate any litigation, make any substantial payment or incur any material economic burdenburden and, except for payments a party presently is contractually obligated payment otherwise then required to makebe made by it, to obtain any consent, waiver, authorization, order or approval. If, despite its efforts, any party is unable to obtain any consent, waiver, authorization, order or approval, and such failure to obtain such consent, waiver, authorization, order or approval would have a material adverse effect on the Purchased Assets, the other party may terminate this Agreement and shall have no liability therefor, except as is provided in Section 12.2.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating reasonably practicable the transactions contemplated by this Agreement (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement. Each party agrees , to cooperate fully with execute and delivery such Ancillary Document when required pursuant to this Agreement and (ii) using reasonable best efforts to obtain the other party PIPE Financing on the terms and subject to the conditions set forth in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsPIPE Subscription Agreements). Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use reasonable best efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale Governmental Entities or other disposition to a third party of such portion Persons necessary, proper or portions of the Companies' Assets or Business as are necessary to enable the parties hereto advisable to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical or the Ancillary Documents. With respect to the terms provided for at Company, during the time period from and after the date hereof until the Closing, the Company and Merger Sub shall take all actions reasonably necessary to cause the Company to qualify as “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing. The Company shall bear the costs incurred in connection with obtaining such Consents; provided, however, that, subject to Section 8.6, each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. BOA shall promptly inform the Company of any communication between BOA, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform BOA of any communication between the Company or Merger Sub, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement was executed and delivered by or any Ancillary Document. Without limiting the parties hereto. Notwithstanding generality of the foregoing, nothing contained herein no Party shall require (i) Buyer to enter into any agreement or other arrangement for the financing of with any Governmental Entity not to consummate the transactions contemplated hereby on terms that are not satisfactory or by the Ancillary Documents, except with the prior written consent of BOA and the Company. Nothing in this Section 5.2 obligates any Party or any of its Affiliates to Buyeragree to (a) sell, in license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its sole discretion Affiliates, (b) terminate, amend or assign existing relationships and contractual rights or obligations, (c) amend, assign or terminate existing licenses or other agreements, or (iid) enter into new licenses or other agreements. No Party shall agree to any party hereto of the foregoing measures with respect to initiate any litigation, make other Party or any substantial payment or incur any material economic burdenof its Affiliates, except for payments a party presently is contractually obligated to make, to obtain any with BOA’s and the Company’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Seller, Buyer, Parent Guarantor and each of their respective Affiliates shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate, consummate and make effective as promptly as practicablepracticable the transactions contemplated hereby (including the satisfaction, but not waiver, of the closing conditions set forth in ARTICLE VII and obtaining consents of all Governmental Entities necessary to consummate the transactions contemplated hereby, including ). The HSR Act filing fee will be split equally between Buyer and Seller. Each Party shall make an appropriate filing pursuant to the obtaining HSR Act (which filing shall specifically request early termination of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it the waiting period prescribed by the HSR Act) with respect to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees Agreement promptly (and in any event, within two (2) Business Days) after the date of this Agreement and shall supply as promptly as practicable to cooperate fully with the other party in assisting it to comply with this Section 5.8, appropriate Governmental Entities any additional information and Shareholders agree to take such steps as documentary material that may be necessary requested pursuant to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsHSR Act. Without limiting the generality of the foregoing, (i) Shareholders Buyer, Seller, Parent Guarantor and each of their respective Affiliates shall not take any action that has or may have the effect of extending any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby, except with the prior written consent of Seller, and (ii) Buyer and Parent Guarantor agree to provide take (and Buyer’s and Parent Guarantor’s “reasonable best efforts” shall expressly including the taking of) all actions that are necessary or advisable or as may be required by any Governmental Entity to cause expeditiously (and in no event later than the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of Termination Date) consummate the transactions contemplated by this Agreement, including participation in meetingsincluding, due diligence sessions (A) selling, licensing or otherwise disposing of, or holding separate and road showsagreeing to sell, the preparation license or otherwise dispose of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement entities, assets or other arrangement for facilities of any Group Company after the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion Closing or (ii) any party hereto entity, facility or asset of Buyer, Parent Guarantor or any of their respective Affiliates before or after the Closing, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to initiate any litigationa third party) and (C) amending, make any substantial payment assigning or incur any material economic burden, except for payments terminating existing licenses or other agreements (other than terminations that would result in a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order breach of a license or approvalsuch other agreement with a third party) and entering into such new licenses or other agreements.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the parties hereto agrees to Company shall use its their respective reasonable best efforts to promptly take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate and make effective as promptly as practicable, practicable after the transactions contemplated hereby, including the obtaining date of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of Agreement the transactions contemplated by this Agreement, including participation (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in meetings, due diligence sessions and road showsorder to consummate the transactions contemplated by this Agreement (collectively, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; “Governmental Approvals”), (ii) Shareholders agree as promptly as practicable taking all steps as may be necessary to provide and to cause the Companies and their Personnel to provide obtain all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firmsuch Governmental Approvals, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend the obtaining of all other necessary Consents from third parties, and cooperate with each (iv) the defending of any lawsuits or other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third partiesadministrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby. No considerationby this Agreement; provided that (x) no party shall be required to pay (and the Company and its Subsidiaries shall not pay or agree to pay without the prior written consent of Parent) any fee, whether such penalty or other consideration shall consist of the payment of money or shall take to any other form, third party for any such consent, waiver or agreement necessary to Consent required for the consummation of the transactions contemplated hereby by this Agreement under any Contract and (y) the consent of Parent shall be given required with respect to any amendment or promised by Shareholders modification to any Contract in connection with obtaining any such Consent that is adverse in any material respect to Parent or the Companies without Company or any Company Subsidiary. In furtherance and not in limitation of the foregoing, each party hereto agrees to (A) make an appropriate and complete filing, if required by Law, of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days of the date of this Agreement, (B) make all other required filings pursuant to other Regulatory Laws with respect to the transactions contemplated hereby as reasonably promptly as practicable and (C) take or agree to take any actions reasonably necessary to consummate the transactions 41 contemplated by this Agreement, including making divestitures of the Parent’s or the Company’s assets or businesses and agreeing to any other restrictions on the businesses of either Parent or the Company, subject to the limitations in Section 6.03(c) of this Agreement. Except with the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any consent of the transactions contemplated hereby. In other party, each party hereto agrees not to enter into any agreement with the event that, owing FTC or the DOJ that would reasonably be expected to restrictions imposed by any Laws, delay the Buyer would be prevented from acquiring one or more portions consummation of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms Agreement. Parent and the Company shall supply as nearly reasonably promptly as possible identical practicable any additional information or documentation that may be requested pursuant to the terms provided for at HSR Act or any other Regulatory Law and use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement expiration or other arrangement for the financing termination of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) applicable waiting periods under the HSR Act and any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalother Regulatory Law as promptly as practicable after the date of this Agreement.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable good faith efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets5.11. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies Company without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (ia) any party hereto or any of their respective Affiliates to sell, transfer, divest or otherwise dispose of any of its respective business, assets or properties in connection with this Agreement or any of the transactions contemplated hereby, (b) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (iic) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenburden (including as a result of any divestiture), except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, reasonably practicable the transactions contemplated hereby, Transactions (including the obtaining satisfaction, but not waiver, of all necessary consentsthe closing conditions set forth in Article 7) and, waivers, authorizations, orders and approvals in the case of third parties, whether private or governmental, required any Ancillary Document to which such Party will be a party after the date of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees , to cooperate fully with the other party in assisting it execute and deliver such Ancillary Document when required pursuant to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsAgreement. Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use commercially reasonable efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financingGovernmental Entities necessary, proper or amendments advisable to consummate the Transactions, including preparing and submitting any required notices related to any registrations obtained by any Company Group Member from any Governmental Entity and preparing and submitting any requests to amend or waivers in connection with existing financing arrangements, to novate any Permits that may be consummated in respect necessary as a consequence of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions Transactions. Each Party shall bear its out-of-pocket costs and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information expenses in connection with the preparation and obtaining of any fairness opinion which such Consents. Acquirer shall promptly inform the Buyer may request Company of any investment bank or similar firmcommunication between any Acquirer Party, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform Acquirer of any communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedingseither case, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with regarding any of the transactions contemplated herebyTransactions. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding Without limiting the foregoing, nothing contained herein each Party and their respective Affiliates shall require (i) Buyer to not enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of Acquirer and the Company. Nothing in this Section 6.2 obligates any Party or any of its Affiliates to agree to (1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities, (2) terminate, amend or assign existing relationships and contractual rights or obligations, (3) amend, assign or terminate existing licenses or other arrangement for the financing agreements, or (4) enter into new licenses or other agreements. No Party shall agree to any of the transactions contemplated hereby on terms that are not satisfactory foregoing measures with respect to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenother Party, except for payments a party presently is contractually obligated to make, to obtain any with Acquirer’s and the Company’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Plum, Merger Sub and the parties hereto agrees Company shall, and the Company shall cause its Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicablepracticable the Transactions, including using reasonable best efforts to obtain all material approvals of Governmental Authorities that any of Plum, the transactions contemplated herebyCompany, including or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that in no event shall a Party be obligated to bear any material expense, pay any material fee or grant any material concession in connection with obtaining any such approvals; provided, however, that (A) each of all Plum and the Company shall be responsible for fifty percent (50%) of the HSR Act filing fee and any filing required under any Foreign Antitrust Laws; and (B) each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such approvals, and (c) take such other action as may reasonably be necessary consents, waivers, authorizations, orders and approvals or as any other Party may reasonably request to satisfy the conditions of third parties, whether private the other Parties set forth in Article X or governmental, required of it to enable it otherwise to comply with this Agreement. Each Party shall (i) make any appropriate filings pursuant to the conditions precedent HSR Act with respect to consummating the Transactions as promptly as practicable following the date of this Agreement, (ii) make any appropriate filings or take, or cause to be taken, any required actions pursuant to any Foreign Antitrust Laws with respect to the Transactions promptly following the date of this Agreement and (iii) provide a reasonable response as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act or under any Foreign Antitrust Laws. The Parties shall promptly inform the other of any substantive communication between itself and any Governmental Authority regarding any of the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (ia) Shareholders the Parties agree to provide request early termination of the applicable waiting period under the HSR Act, and to cause the Companies (b) each Party and their Personnel to provide all necessary cooperation with respective Affiliates shall not extend any waiting period, review period or comparable period under the arrangement of HSR Act or under any financing, applicable Foreign Antitrust Laws or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of enter into any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto Governmental Authority not to consummate the transactions contemplated hereby, except with the prior consent of the other Parties. Nothing in this Section 9.02 obligates any Party or any of its Affiliates to agree to (i) sell, license, or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of the Company or any of its Subsidiaries or any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign, or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates, except (i) as expressly contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoingor any Transaction Document, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto as required by applicable Law, (iii) as set forth in the Company Disclosure Schedules or the Plum Disclosure Schedules, as relevant, or (iv) with such other Parties’ prior written consent (such consent not to initiate any litigationbe unreasonably withheld, make any substantial payment conditioned or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvaldelayed).

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, reasonably practicable the transactions contemplated hereby, Transactions (including the obtaining satisfaction, but not waiver, of all necessary consentsthe closing conditions set forth in Article 7) and, waivers, authorizations, orders and approvals in the case of third parties, whether private or governmental, required any Ancillary Document to which such Party will be a party after the date of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees , to cooperate fully with the other party in assisting it execute and deliver such Ancillary Document when required pursuant to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsAgreement. Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use commercially reasonable efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financingGovernmental Entities necessary, proper or amendments advisable to consummate the Transactions, including preparing and submitting any required notices related to any registrations obtained by any Company Group Member from any Governmental Entity and preparing and submitting any requests to amend or waivers in connection with existing financing arrangements, to novate any Permits that may be consummated in respect necessary as a consequence of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions Transactions. Each Party shall bear its out-of-pocket costs and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information expenses in connection with the preparation and obtaining of any fairness opinion which such Consents. Acquiror shall promptly inform the Buyer may request Company of any investment bank or similar firmcommunication between any Acquiror Party, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform Acquiror of any communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedingseither case, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with regarding any of the transactions contemplated herebyTransactions. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding Without limiting the foregoing, nothing contained herein each Party and their respective Affiliates shall require (i) Buyer to not enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of Acquiror and the Company. Nothing in this Section 6.2 obligates any Party or any of its Affiliates to agree to (1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities, (2) terminate, amend or assign existing relationships and contractual rights or obligations, (3) amend, assign or terminate existing licenses or other arrangement for the financing agreements, or (4) enter into new licenses or other agreements. No Party shall agree to any of the transactions contemplated hereby on terms that are not satisfactory foregoing measures with respect to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenother Party, except for payments a party presently is contractually obligated to make, to obtain any with Xxxxxxxx’s and the Company’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedprovided herein, each of the parties hereto agrees to Parties shall use its their respective reasonable best efforts to promptly take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate and make effective as reasonably promptly as practicablepracticable after the date hereof the Transactions, including (i) preparing and filing with the appropriate Governmental Entities as reasonably promptly as practicable all applications, notices, petitions, filings, ruling requests, and other documents necessary to consummate the Transactions and to obtain as reasonably promptly as practicable all consents and clearances necessary to be obtained from any Governmental Entities in order to consummate the Transactions (collectively, the transactions contemplated hereby, including the obtaining of “Governmental Approvals”) and (ii) as reasonably promptly as practicable taking all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assetsobtain all such Governmental Approvals. Without limiting the generality In furtherance and not in limitation of the foregoing, each of Parent and the Company agrees to, as soon as reasonably practicable following the date of this Agreement and at a mutually agreed upon time, (iA) Shareholders agree make an appropriate and complete filing of a Notification and Report Form pursuant to provide the HSR Act with respect to the Transactions and to cause the Companies and their Personnel to provide (B) make all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, other filings that are required to be consummated made in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto order to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical Transactions pursuant to other applicable Laws. Each Party further agrees that it will not extend any waiting period under the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoingHSR Act or other applicable Law, nothing contained herein shall require (i) Buyer to or enter into any agreement with the FTC, the DOJ, any other Governmental Entity, or any other party to delay or not to consummate the Transactions, except with the prior written consent of the other Party. Each Party further agrees that it will supply as promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act or any other Law and use its reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Law as soon as possible, including promptly complying with any “second request” for information or similar request from the FTC, DOJ, or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalGovernmental Entity.

Efforts to Consummate. Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees shall (and shall cause its respective subsidiaries, if any, to use its reasonable best efforts to take, or cause to be taken, take all action actions and to do, or cause to be done, do all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate the Mergers and the other transactions contemplated by this Agreement as promptly as practicable, but subject to Parent’s right to extend the Closing pursuant to the proviso set forth in the first sentence of Section 1.4, including using its reasonable efforts to (a) make any filing with and obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Entity that is required to be made or obtained in connection with the Mergers and the other transactions contemplated herebyby this Agreement, including (b) prepare, execute and deliver such instruments and take or cause to be taken such actions as any other party shall reasonably request, and (c) after consultation with the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third other parties, whether private obtain any consent, waiver, approval or governmentalauthorization from any third party required in order to maintain in full force and effect any of the Company Permits or the Company’s contracts, required of it to enable it to comply with licenses or other rights following the conditions precedent to consummating Mergers and the other transactions contemplated by this Agreement. Each party agrees of the parties hereto shall furnish to cooperate fully with the each other party in assisting it to comply with this Section 5.8, such necessary information and Shareholders agree to take reasonable assistance as such steps as other party may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information request in connection with the preparation of foregoing. The parties shall use their respective reasonable best efforts to resist, contest or defend any fairness opinion which suit, claim, action or proceeding (including administrative or judicial actions and proceedings) challenging the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement Mergers or the consummation completion of the transactions contemplated hereby. No considerationSubject to applicable Law and the instructions of any Governmental Entity, whether such consideration the Company and Parent shall consist keep each other reasonably apprised of the payment status of money or shall take any other form, for any such consent, waiver or agreement necessary matters relating to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any completion of the transactions contemplated hereby. In , including promptly furnishing the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions other with copies of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale notices or other disposition to a written communications received by the Company or Parent, as the case may be, or any of their respective subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of such portion any filing, investigation or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate other inquiry in connection with the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalhereby.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees agree (i) to use its all reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders consummate and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of make effective the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation execute any documents, instruments or conveyances of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights kind which may become available in connection with be reasonably necessary or advisable to carry out any of the transactions contemplated herebyhereunder, and (iii) to cooperate with each other in connection with the foregoing. In Without limiting the event that, owing to restrictions imposed by any Lawsforegoing, the Buyer would parties agree to use their respective reasonable efforts (A) to obtain all necessary waivers, consents and approvals from any Person; PROVIDED, HOWEVER that neither the Corporation nor Newco shall be prevented from acquiring required to make any payments, commence litigation or agree to modifications of the terms of any Contracts in order to obtain any such waivers, consents or approvals, (B) to obtain all necessary Permits as are required to be obtained under any Applicable Law, (C) to give all notices to, and make all registrations and filings with third parties, including without limitation submissions of information requested by Governmental Entities, (D) to reasonably cooperate with all potential sources of financing to the Corporation in connection with the Merger, and the other transactions contemplated by this Agreement, and to take all reasonable steps as may be necessary or advisable to consummate one or more portions financing transactions with such potential sources of financing, (E) to the extent necessary to obtain recapitalization accounting treatment of the Companies' Assets or Business as contemplated hereinMerger, then the parties hereto shall fully cooperate in arranging for the sale or other disposition taking reasonable actions to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate restructure the transactions contemplated by this Agreement on terms as nearly as possible identical Agreement; PROVIDED that the Corporation will not be required to take any action that, in the terms provided for at Corporation's reasonable discretion, may materially delay the time consummation of the Merger or may adversely affect the Cash Merger Price, the Preferred Merger Price, the Taxes payable by any holder of the Corporation's Common Stock or the risk of liability to any such holder and (F) to cause all conditions to this Agreement was executed and delivered by to be satisfied; PROVIDED, HOWEVER that neither the parties hereto. Notwithstanding the foregoing, nothing contained herein Corporation nor Newco shall require (i) Buyer be required to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment payments or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalcommence litigation in connection therewith.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Buyer and Sellers shall use its commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws to consummate, consummate and make effective as promptly as practicablepracticable the Transactions (including the satisfaction, but not waiver, of the transactions contemplated herebyClosing conditions set forth in Article 7), including the (i) obtaining all consents, approvals and authorizations of all third parties necessary consentsto consummate the Transactions, waivers, authorizations, orders (ii) making all necessary registrations and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8filings with, and Shareholders agree to take such taking all steps as may be necessary to remove avoid an Action by, any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoingGovernmental Entity, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, proceedings challenging this Agreement or the consummation of the transactions contemplated herebyTransactions (including seeking to avoid the entry of, or to have reversed, terminated or vacated, any order entered by any Governmental Entity), and (iv) executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. No consideration, whether such consideration shall consist Each of the payment Parties shall keep the other Parties reasonably apprised of money the status of matters relating to the completion of the Transactions. The Parties shall reasonably cooperate with each other to furnish such necessary information and reasonable assistance as the other Parties may reasonably request in connection with obtaining all consents, approvals and authorizations of all Governmental Entities. To the extent not prohibited by applicable Law, each Party shall (A) promptly notify the other Parties, and, if in writing, furnish the other Parties with copies of (or, in the case of material oral communications, advise the other Parties orally of) any substantive communications from or shall take with any Governmental Entity with respect to the Transactions, (B) permit the other formParties to review and discuss in advance, for and consider in good faith the views of such other Parties in connection with, any proposed written (or any material proposed oral) communication with any such consentGovernmental Entity, waiver or agreement necessary (C) not participate in any meeting with any such Governmental Entity unless it notifies the other Parties in advance and, to the consummation extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend and participate thereat, and (D) furnish the other Parties with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transactions. (b) Without limiting the generality of the transactions contemplated hereby provisions of Section 6.4(a), each of Buyer and Sellers shall make all appropriate filings and submissions required of such Party by any Governmental Entity with respect to the Transactions (including pursuant to any Antitrust Laws) promptly and in any event within fifteen (15) Business Days after the date of this Agreement and shall supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be given or promised requested by Shareholders or the Companies without the prior written approval of Buyersuch Governmental Entities (including pursuant to any Antitrust Laws). No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available All filing fees incurred in connection with any filing or submission required to be made with or to any Brazilian Governmental Entity hereunder and compliance with any Brazilian Antitrust Laws shall be borne by Buyer. Buyer and its Affiliates Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the transactions contemplated hereby. In type that the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business registrant treats as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed private and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalconfidential.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees Parties shall: (a) use reasonable best efforts to assemble, prepare and, as soon as practicable following the date of this Agreement, file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicablepracticable the Transactions, including using reasonable best efforts to obtain all material approvals of Governmental Authorities that any of Plum, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financingCompany, or amendments their respective Affiliates are required to obtain in order to consummate the Transactions; provided that in no event shall a Party be obligated to bear any material expense, pay any material fee or waivers grant any material concession in connection with existing financing arrangementsobtaining any such approvals; provided, to be consummated in respect of however, that (A) the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions Company shall pay the HSR Act filing fee and road shows, the preparation of offering memoranda any filing fee required under any Foreign Antitrust Laws; and similar documents as Buyer (B) each Party shall reasonably request; (ii) Shareholders agree to provide bear its out-of-pocket costs and to cause the Companies and their Personnel to provide all necessary cooperation and information expenses in connection with the preparation of any fairness opinion which such approvals, and (C) take such other action as may reasonably be necessary or as any other Party may reasonably request to satisfy the Buyer may request conditions of the other Parties set forth in Article X or otherwise to comply with this Agreement. Each Party shall (i) make any investment bank appropriate filings pursuant to the HSR Act with respect to the Transactions as promptly as practicable (and in any event within fourteen (14) days) following the date of this Agreement, (ii) make any appropriate filings or similar firmtake, in each case or cause to be taken, any required actions pursuant to any Foreign Antitrust Laws set forth on Schedule 10.01(a) with respect to the Transactions as promptly as practical following the Buyer or such bank shall reasonably request; date of this Agreement and (iii) each party hereto shall defend provide a reasonably complete response (and cooperate with each other party in defending the case of a formal request, i.e., a “Second Request,” a substantially compliant response) as promptly as practicable to any legal proceedings, whether judicial or administrative requests by any Governmental Authority for additional information and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary documentary material that may be requested pursuant to the consummation HSR Act or under any Foreign Antitrust Laws set forth on Schedule 10.01(a). The Parties shall promptly inform the other of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with substantive communication between itself and any Governmental Authority regarding any of the transactions contemplated herebyTransactions. In Without limiting the event thatforegoing, owing (a) the Parties agree to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions request early termination of the Companies' Assets applicable waiting period under the HSR Act, and (b) each Party and their respective Affiliates shall not extend any waiting period, review period or Business as contemplated herein, then comparable period under the parties hereto shall fully cooperate in arranging for the sale HSR Act or other disposition to a third party of such portion under any Foreign Antitrust Laws set forth on Schedule 10.01(a) or portions of the Companies' Assets or Business as are necessary to enable the parties hereto enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior consent of the other Parties. Nothing in this Section 9.02 obligates any Party or any of its Affiliates to agree to (i) sell, license, or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of the Company, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign, or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates, except (i) as expressly contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoingor any other Transaction Document, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigationas required by applicable Law, make any substantial payment (iii) as set forth in Section 9.02(a), or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any (iv) with such other Parties’ prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicablereasonably practicable the Transactions (including (i) the satisfaction, but not waiver, of the transactions contemplated herebyclosing conditions set forth in Article 6 and, including in the obtaining case of all necessary consentsany Ancillary Document to which such Party will be a party after the date of this Agreement, waiversto execute and deliver such Ancillary Document when required pursuant to this Agreement, authorizations, orders (ii) using reasonable best efforts to obtain the PIPE Financing and approvals of third parties, whether private or governmental, required of it the Convertible Bridge Financing on the terms and subject to enable it to comply with the conditions precedent set forth in the Subscription Agreements and Side Letter Agreements (with respect to consummating the transactions contemplated PIPE Financing) and the Convertible Bridge Financing Documents (with respect to the Convertible Bridge Financing) and (iii) FEAC taking, or causing to be taken, all actions necessary or advisable to extend the period of time to consummate an initial business combination by this (x) a first additional three-month period (up to 21 months from FEAC’s IPO) if FEAC anticipates that it may not be able to consummate the Transactions within 18 months from its IPO and (y) a second additional three-month period (up to 24 months from FEAC’s IPO) if FEAC anticipates that it may not be able to consummate the Transactions within 21 months from its IPO, in each in accordance with FEAC’s Governing Documents and the Trust Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any Consents of any Governmental Entities or other Persons necessary, proper or advisable to consummate the Transactions. Each Party shall bear its own costs incurred in connection with obtaining such Consents. Each Party shall (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of make any financingappropriate filings or take, or amendments or waivers in connection with existing financing arrangements, cause to be consummated in taken, any required actions pursuant to any Foreign Antitrust Laws with respect to the Transactions promptly following the date of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions Agreement and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree respond as promptly as reasonably practicable to provide any requests by any Governmental Entity for additional information and to cause documentary material that may be requested under any Foreign Antitrust Laws. FEAC shall promptly inform the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation Company of any fairness opinion which substantive communication between FEAC, on the Buyer may request one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform FEAC of any investment bank or similar firmsubstantive communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedingseither case, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with regarding any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical Transactions and to the terms provided for at the time this Agreement was executed and delivered extent permitted by the parties heretolaw. Notwithstanding Without limiting the foregoing, nothing contained herein each Party and their respective Affiliates shall require (i) Buyer to not extend any waiting period, review period or comparable period under any applicable Foreign Antitrust Laws or enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of FEAC and the Company. Nothing in this Section 5.2 obligates any Party or other arrangement for the financing any of the transactions contemplated hereby on terms that are not satisfactory its Affiliates to Buyeragree to (i) sell, in license or otherwise dispose of, or hold separate 101 and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its sole discretion or Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any party hereto of the foregoing measures with respect to initiate any litigation, make other Party or any substantial payment or incur any material economic burdenof its Affiliates, except for payments a party presently is contractually obligated to make, to obtain any with FEAC’s and the Company’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. Subject to Each of Purchaser and Seller Parties and the terms and conditions herein provided, each of the parties hereto agrees to Company shall use its commercially reasonable efforts to take, or cause to be taken, all action lawful and reasonable actions within such party’s control and to do, or cause to be done, all lawful and reasonable things necessary, proper or advisable within such party’s control necessary to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with fulfill the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees obligations of the other party(ies) hereunder and to consummate and make effective as promptly as practicable the Transactions and to cooperate fully with the each other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of foregoing. Each Party shall, at any fairness opinion which time or from time to time after the Buyer may request of any investment bank Closing, execute and deliver to the others all such instruments and documents or similar firm, in each case further assurances as the Buyer or others may reasonably request in order to grant to each Party all rights contemplated herein to be granted to such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging Party under this Agreement or and the consummation of related agreements referenced herein; provided, however, that after the transactions contemplated hereby. No considerationClosing, whether apart from such consideration customary further assurances, no Party shall consist of the payment of money or shall take have any other formobligations except as specifically set forth and described herein or in the related agreements. To the extent that the approval, for any such consent, or waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available a Third Party is required in connection with the transfer of any of Company Significant Contract to the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business Company as contemplated hereinby the Transactions and such approval, then consent, or waiver has not been obtained prior to the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by Closing, this Agreement on terms as nearly as possible identical shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. If any such approval, consent, or waiver shall not have been obtained prior to the terms provided for at the time this Agreement was executed Closing, and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to BuyerPurchaser, in its sole discretion discretion, shall have agreed to proceed with the Closing notwithstanding Seller Parties’ inability to provide such approval, consent, or waiver prior to Closing, Seller Parties shall for a period of up to twelve (ii12) any party hereto months after the Closing, (a) use their respective commercially reasonable best efforts to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, assist and cooperate with Purchaser and the Company in order to obtain all necessary approvals, consents, and waivers to the assignment and transfer thereof; and (b) until any such approval, consent, waiveror waiver is obtained, authorizationuse their respective commercially reasonable best efforts to provide to the Company substantially comparable benefits thereof and enforce, order or approvalat the request of and for the account of the Company, any rights of Seller Parties arising under any such Company Significant Contract against any Third Party. To the extent that the Company is provided with benefits of any such Company Significant Contract, the Company shall perform the obligations of Seller Parties thereunder.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees agree (i) to use its all reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders consummate and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of make effective the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation execute any documents, instruments or conveyances of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights kind which may become available in connection with be reasonably necessary or advisable to carry out any of the transactions contemplated herebyhereunder, and (iii) to cooperate with each other in connection with the foregoing. In Without limiting the event that, owing to restrictions imposed by any Lawsforegoing, the Buyer would parties agree to use their respective reasonable efforts (A) to obtain all necessary waivers, consents and approvals from any Person; provided, however that neither -------- ------- the Corporation nor Newco shall be prevented from acquiring required to make any payments, commence litigation or agree to modifications of the terms of any Contracts in order to obtain any such waivers, consents or approvals, (B) to obtain all necessary Permits as are required to be obtained under any Applicable Law, (C) to give all notices to, and make all registrations and filings with third parties, including without limitation submissions of information requested by Governmental Entities, (D) to reasonably cooperate with all potential sources of financing to the Corporation in connection with the Merger, and the other transactions contemplated by this Agreement, and to take all reasonable steps as may be necessary or advisable to consummate one or more portions financing transactions with such potential sources of financing, (E) to the extent necessary to obtain recapitalization accounting treatment of the Companies' Assets or Business as contemplated hereinMerger, then the parties hereto shall fully cooperate in arranging for the sale or other disposition taking reasonable actions to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate restructure the transactions contemplated by this Agreement on terms as nearly as possible identical Agreement; provided that -------- the Corporation will not be required to take any action that, in the terms provided for at Corporation's reasonable discretion, may materially delay the time consummation of the Merger or may adversely affect the Cash Merger Price, the Preferred Merger Price, the Taxes payable by any holder of the Corporation's Common Stock or the risk of liability to any such holder and (F) to cause all conditions to this Agreement was executed and delivered by to be satisfied; provided, however that neither the parties hereto. Notwithstanding the foregoing, nothing contained herein Corporation nor -------- ------- Newco shall require (i) Buyer be required to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment payments or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalcommence litigation in connection therewith.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Company, Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate, consummate and make effective as promptly as practicable, practicable the transactions contemplated hereby, by this Agreement (including the obtaining satisfaction, but not waiver, of the closing conditions set forth in Article 6); provided, however, that notwithstanding anything to the contrary contained in this Agreement, in the case of any consents or approvals of any Persons (other than a Governmental Entity) that may be required in connection with the foregoing or otherwise related to this Agreement, any Ancillary Document or the transactions contemplated hereby or thereby, neither the Company, Parent, Merger Sub nor any of their respective Affiliates (including the Group Companies, in the case of the Company) shall be required to make or agree to make any payments or afford or agree to afford any other benefit to any third party to secure any such consent or approval and shall not be required to modify or agree to modify any such contract or agreement to which the consent or approval may relate. Without limiting the generality of the foregoing or Parent’s and Merger Sub’s obligations under this Section 5.4(a), each of Parent, Merger Sub and the Company shall use reasonable best efforts to make filings or notifications with, and obtain consents of all Governmental Entities necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating consummate the transactions contemplated by this Agreement. Each party agrees All fees payable to cooperate fully government entities that are incurred in connection with the other party making of such filings or notification and obtaining such consents, including the HSR Act, shall be borne by Parent. Each Party (i) shall make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly (and in assisting it any event, within seven (7) Business Days) after the date hereof (unless filed prior to comply with this Section 5.8the date hereof), which shall include a request for early termination of the waiting period, if available, and Shareholders agree (ii) shall supply as promptly as practicable to take such steps as the appropriate Governmental Entities any additional information and documentary material that may be necessary requested pursuant to remove the HSR Act. Each Party shall promptly inform the other Parties of any Encumbrances (other than Permitted Encumbrances) which affect substantive communication between such Party and any Governmental Entity regarding any of the Assetstransactions contemplated by this Agreement. Without limiting the generality of the foregoing, (iA) Shareholders the Company, Parent, Merger Sub and their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity to delay or not to consummate the transactions contemplated hereby, except with the prior written consent of the other Parties, and (B) Parent and Merger Sub agree to provide take, and to cause their respective Affiliates to take, any and all commercially reasonable actions that are necessary or advisable or as may be required by any Governmental Entity to expeditiously (and in any event, prior to the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of Outside Date) consummate the transactions contemplated by this Agreement, including participation (v) selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company after the Closing or any entity, facility or asset of Parent, Merger Sub or any of their respective Affiliates, (w) terminating, amending or assigning existing relationships and contractual rights and obligations, (x) amending, assigning or terminating existing licenses or other agreements (other than terminations that would result in meetingsa breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements, due diligence sessions (y) litigating (or defending) against any Action (including any Action seeking a temporary restraining order or preliminary injunction) challenging the transactions contemplated hereby as violative of any Law and road shows(z) taking any action requested by a Governmental Entity as a condition to terminate an applicable waiting period or otherwise permit the transactions contemplated hereby to close without challenge. All such efforts in the foregoing clause (a) shall not be limited by any lesser standard of efforts used in this Agreement. Notwithstanding anything in this Section 5.4(a) to the contrary, in no event shall the Company (including the Group Companies), Parent or Merger Sub be required to agree to take or enter into any action (or refrain from taking any action) which is not conditioned upon, and shall only become effective from and after, the preparation Closing. Notwithstanding anything in this Agreement to the contrary, each Party will consult and cooperate with the other Parties and will consider in good faith the views of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information other Parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion, or proposal made or submitted in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firmTransactions; provided, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedingshowever, whether judicial or administrative and whether brought derivatively or that Parent shall, on behalf of third partiesthe Parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, control and lead all communications and strategy for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection dealing with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalGovernmental Entity regarding antitrust matters.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Acquiror, Swiss NewCo, US HoldCo, DE Merger Sub and the parties hereto agrees Company shall, and the Company shall cause its Subsidiaries to: (i) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all Governmental Authorizations (including Gaming Approvals) required to be obtained in connection with the Transactions, (ii) use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicablepracticable the Transactions, including using commercially reasonable efforts to obtain all material Governmental Authorizations (including Gaming Approvals) that any of Acquiror, the transactions contemplated herebyCompany, including or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that in no event shall Swiss NewCo, Acquiror, US HoldCo, DE Merger Sub, the Company or its Subsidiaries be obligated to bear any material expense, pay any material fee or grant any material concession in connection with obtaining any such approvals (other than any required filing fees in connection therewith); provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of all any such approvals, and (iii) take such other action as may reasonably be necessary consents, waivers, authorizations, orders and approvals or as any other Party may reasonably request to satisfy the conditions of third parties, whether private the other Parties set forth in Article X or governmental, required of it to enable it otherwise to comply with this Agreement. The Parties shall promptly inform the conditions precedent to consummating other of any substantive communication between any itself, and any Governmental Authority regarding any of the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies each Party and their Personnel to provide all necessary cooperation with the arrangement of respective Affiliates shall not enter into any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto Governmental Authority not to consummate the transactions contemplated by hereby, except with the prior consent of the other Parties. Nothing in this Agreement on terms as nearly as possible identical Section 9.1 obligates any Party or any of its Affiliates to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require agree to (i) Buyer sell, license or otherwise dispose of, or hold separate and agree to enter into sell, license or otherwise dispose of, any agreement entities, assets or other arrangement for the financing facilities of the transactions contemplated hereby on terms that are not satisfactory to BuyerCompany or any of its Subsidiaries or any entity, in facility or asset of such Party or any of its sole discretion or Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. Without limiting in any party hereto respect the Parties’ obligations under this Section 9.1, the Company shall have the right to initiate direct, devise and implement the strategy with respect to obtaining Governmental Authorizations (including Gaming Approvals) in accordance with this Section 9.1; provided Acquiror is provided prompt notice by the Company of material communications and developments with respect to such process; provided, further, that the Company shall not be permitted to consent to any litigationaction, make omission, undertaking, commitment or agreement with any substantial payment Governmental Authority to the extent that such action, omission, undertaking, commitment or incur agreement requires any material economic burdenaction, except for payments a party presently is contractually obligated to makeomission, to obtain any consentcommitment, waiver, authorization, order undertaking or approvalagreement by Acquiror or its Affiliates without the prior written consent of Acquiror.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the parties hereto agrees to Company shall use its their respective reasonable best efforts to promptly take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate and make effective as promptly as practicable, practicable after the transactions contemplated hereby, including the obtaining date of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of Agreement the transactions contemplated by this Agreement, including participation (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in meetings, due diligence sessions and road showsorder to consummate the transactions contemplated by this Agreement (collectively, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; “Governmental Approvals”), (ii) Shareholders agree as promptly as practicable taking all steps as may be necessary to provide and to cause the Companies and their Personnel to provide obtain all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firmsuch Governmental Approvals, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend the obtaining of all other necessary Consents from third parties, and cooperate with each (iv) the defending of any lawsuits or other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third partiesadministrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated hereby. No considerationby this Agreement; provided that (x) no party shall be required to pay (and the Company and its Subsidiaries shall not pay or agree to pay without the prior written consent of Parent) any fee, whether such penalty or other consideration shall consist of the payment of money or shall take to any other form, third party for any such consent, waiver or agreement necessary to Consent required for the consummation of the transactions contemplated hereby by this Agreement under any Contract and (y) the consent of Parent shall be given required with respect to any amendment or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek modification to exercise any dissenters rights or similar rights which may become available Contract in connection with obtaining any such Consent that is adverse in any material respect to Parent or the Company or any Company Subsidiary. In furtherance and not in limitation of the foregoing, each party hereto agrees to (A) make an appropriate and complete filing, if required by Law, of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions hereby within ten (10) Business Days of the Companies' Assets date of this Agreement, (B) make all other required filings pursuant to other Regulatory Laws with respect to the transactions contemplated hereby as reasonably promptly as practicable and (C) take or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition agree to a third party of such portion or portions of the Companies' Assets or Business as are take any actions reasonably necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement Agreement, including making divestitures of the Parent’s or the Company’s assets or businesses and agreeing to any other restrictions on terms as nearly as possible identical the businesses of either Parent or the Company, subject to the terms provided for at limitations in Section 6.03(c) of this Agreement. Except with the time this Agreement was executed and delivered by prior written consent of the parties hereto. Notwithstanding the foregoingother party, nothing contained herein shall require (i) Buyer each party hereto agrees not to enter into any agreement with the FTC or other arrangement for the financing DOJ that would reasonably be expected to delay the consummation of the transactions contemplated hereby on terms by this Agreement. Parent and the Company shall supply as reasonably promptly as practicable any additional information or documentation that are not satisfactory may be requested pursuant to Buyerthe HSR Act or any other Regulatory Law and use its reasonable best efforts to take all other actions necessary, in its sole discretion proper or (ii) advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalother Regulatory Law as promptly as practicable after the date of this Agreement.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties Each party hereto agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all action lawful and reasonable actions within such party's control and to do, or cause to be done, all lawful and reasonable things necessary, proper or advisable within such party's control necessary to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with fulfill the conditions precedent to consummating the obligations of the other party(ies) hereunder and to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement. Each party agrees Agreement and to cooperate fully with each other in connection with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assetsforegoing. Without limiting the generality of the foregoing: (a) the Company shall use commercially reasonable efforts to obtain those third party consents and other items set forth on Schedule 8.3 (the "Required Consents"); (b) the Company shall give the notices to, make the filings with, and use commercially reasonable efforts to obtain the authorizations, consents and approvals of, Governmental Authorities set forth on Schedule 8.3; and (ic) Shareholders agree each party shall prepare and file any Notification and Report Forms and related material that such party may be required to provide and to cause the Companies and their Personnel to provide all necessary cooperation file with the arrangement Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, provided that no party shall request a waiver of the applicable waiting period, and shall make any financingfurther filings pursuant thereto that may be necessary, proper or amendments or waivers advisable in connection with existing financing arrangements, to be consummated in respect of therewith. Purchaser and its external counsel shall control and direct the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in antitrust approval strategy. In connection with the preparation foregoing clause (c), the Company, the Company Subsidiaries, the Sellers and their Affiliates (x) shall promptly notify Purchaser in writing of any fairness opinion which the Buyer may request communication it receives from any Governmental Authority having jurisdiction over such filings, and subject to applicable Law and any applicable privilege, provide Purchaser with a copy of any investment bank such written communication (or similar firmwritten summary of any oral communication), in each case as the Buyer or such bank shall reasonably request; and (iiiy) each party hereto shall defend and cooperate with each not make submissions to or participate in any substantive meeting, discussion or other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection communication with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of Governmental Authority having jurisdiction over such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate filings concerning the transactions contemplated by this Agreement on terms as nearly as possible identical unless it consults with Purchaser in advance, and to the terms provided for at extent not prohibited by such Governmental Authority, gives a Representative of Purchaser the time opportunity to attend. Nothing in this Agreement was executed and delivered shall be construed as an attempt or an agreement by the Company or any of the Company Subsidiaries to assign or cause the assignment of any contract or agreement that is by Law or contractual provision non-assignable without the consent of the other party or parties heretothereto, unless such consent shall have been given. Notwithstanding In no event shall "commercially reasonable efforts" be deemed to require the foregoing, nothing contained herein shall require (i) Buyer to enter into payment of any agreement cash or other arrangement for consideration by the financing of Company, the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion Company Subsidiaries or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalSeller.

Efforts to Consummate. (a) Subject to the terms and conditions herein providedherein, each of the parties hereto agrees to Parties shall use its their respective reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, reasonably practicable the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions Transactions contemplated by this Agreement. Each party agrees Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX and (ii) using reasonable best efforts to cooperate fully with consummate the other party PIPE Investment on the terms and subject to the conditions set forth in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsSubscription Agreements). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to: (iy) Shareholders agree obtain any Consents from, or file any notices to, any Governmental Authorities or other Persons necessary to provide and to cause change the Companies and their Personnel to provide all necessary cooperation with name of the arrangement authorized permittee of any financingPermits held by the Company to Cyxtera Technologies, LLC, as necessary for the continued lawful conduct of the business of the Company after Closing, and (z) obtain, file with or deliver to, as applicable, any Consents of, or amendments notices to, any Governmental Authorities (including any applicable Competition Authorities) or waivers in connection with existing financing arrangements, other Persons necessary to be consummated in respect of consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (i) make any appropriate filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within ten (10) Business Days) following the date of this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; Agreement (ii) Shareholders agree submit notifications (including draft notifications, as applicable), filings, notices and other required submissions pursuant to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank Competition Laws or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation Investment Screening Laws of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary jurisdictions set forth on Schedule 8.01(a) with respect to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly promptly as possible identical to practicable following the terms provided for at the time date of this Agreement was executed (and delivered any filing fees associated with any such filings shall be paid by Acquiror) and (iii) respond as promptly as reasonably practicable to any requests by any Governmental Authority (including any Competition Authorities) for additional information and documentary material that may be requested pursuant to any Competition Laws (including the parties heretoHSR Act) or Investment Screening Laws. Notwithstanding Acquiror shall promptly inform the Company of any communication between any Acquiror Party, on the one hand, and any Governmental Authority (including any Competition Authorities), on the other hand, and the Company shall promptly inform Acquiror of any communication between the Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, nothing contained herein each Party and their respective Affiliates shall require (i) Buyer to not extend any waiting period, review period or comparable period under the HSR Act or any other Competition Laws or Investment Screening Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions or by the other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenTransaction Documents, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalwith the prior written consent of Acquiror and the Company.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Yucaipa, TopCo, Merger Sub and the parties hereto agrees Company shall, and the Company shall cause its Subsidiaries to: (i) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (ii) use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicablepracticable the Transactions, including using reasonable best efforts to obtain all material approvals of Governmental Authorities that any of Yucaipa, the transactions contemplated herebyCompany, including or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that in no event shall TopCo, Yucaipa, Merger Sub, the Company or its Subsidiaries be obligated to bear any material expense, pay any material fee or grant any material concession in connection with obtaining any such approvals (other than any required filing fees in connection therewith); provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of all any such approvals, and (iii) take such other action as may reasonably be necessary consents, waivers, authorizations, orders and approvals or as any other Party may reasonably request to satisfy the conditions of third parties, whether private the other Parties set forth in Article X or governmental, required of it to enable it otherwise to comply with this Agreement. The Parties shall promptly inform the conditions precedent to consummating other of any substantive communication between any itself, and any Governmental Authority regarding any of the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies each Party and their Personnel to provide all necessary cooperation with the arrangement of respective Affiliates shall not enter into any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto Governmental Authority not to consummate the transactions contemplated by hereby, except with the prior consent of the other Parties. Nothing in this Agreement on terms as nearly as possible identical Section 9.02 obligates any Party or any of its Affiliates to agree to, and the terms provided Company shall not for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoingpurpose of satisfying any condition set forth in Article X without Yucaipa’s consent, nothing contained herein shall require (i) Buyer sell, license or otherwise dispose of, or hold separate and agree to enter into sell, license or otherwise dispose of, any agreement entities, assets or other arrangement for the financing facilities of the transactions contemplated hereby on terms that are not satisfactory to BuyerCompany or any of its Subsidiaries or any entity, in facility or asset of such Party or any of its sole discretion or Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any party hereto of the foregoing measures with respect to initiate any litigation, make other Party or any substantial payment or incur any material economic burdenof its Affiliates, except for payments a party presently is contractually obligated to make, to obtain any with such other Parties’ prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. Subject to the terms and conditions herein providedof this Agreement, each of the parties party hereto agrees to shall use its commercially reasonable efforts to take, take or cause to be takentaken all actions, all action and to do, do or cause to be done, done all things necessaryrequired under applicable Law, proper or advisable in order to consummate, as promptly as practicable, consummate the transactions contemplated hereby, including the including, without limitation, (i) obtaining of all necessary consents, waiverspermits, authorizations, orders consents and approvals of third parties, whether private any Authority or governmental, other Person which are required of it to enable it to comply for or in connection with the conditions precedent to consummating consummation of the transactions contemplated hereby and by the other Documents; provided, however, that no party shall be obligated to pay any consideration to any third party from whom consent or approval is requested, (ii) taking any and all reasonable actions necessary to satisfy all of the conditions to such party’s obligations hereunder as set forth in Article VII, and (iii) executing and delivering all agreements and documents required by the terms hereof to be executed and delivered by such party on or prior to the applicable Closing. Each party hereto shall refrain from taking any action to frustrate, hinder or delay the closing of the purchase and sale transaction contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, each of the parties shall (i) Shareholders agree prepare and file any Notification and Report Forms and related material that it may be required to provide and to cause the Companies and their Personnel to provide all necessary cooperation file with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect Federal Trade Commission and the Antitrust Division of the transactions contemplated by this AgreementUnited States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act within three (3) business days after the date hereof, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree supply as promptly as practicable any additional information and documentary material that may be requested pursuant to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; Xxxx-Xxxxx-Xxxxxx Act and (iii) each use their respective commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Act as soon as practicable. Each of the Buyer, the Seller and/or the Foundation, as the case may be, shall (x) promptly notify the other of any written communication to that party hereto shall defend and cooperate with each other party in defending from any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging Authority relating to this Agreement or the consummation purchase and sale transaction contemplated hereby and, subject to applicable Law, if practicable, permit the other party to review in advance any proposed written communication to any such Authority and incorporate such other party’s reasonable comments thereto, (y) not agree to participate in any substantive meeting or discussion with any such Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions purchase and sale transaction contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Authority, gives the other party the opportunity to attend and (z) furnish the other party with copies of all correspondence, filings and written communications between it and its Affiliates and their respective representatives on one hand, and any such Authority and its respective staff on the other hand, with respect to this Agreement and the purchase and sale transaction contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating reasonably practicable the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Article 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement. Each party agrees , to cooperate fully with the other party in assisting it execute and deliver such Ancillary Document when required pursuant to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsAgreement. Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use reasonable best efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale Governmental Entities or other disposition to a third party of such portion Persons necessary, proper or portions of the Companies' Assets or Business as are necessary to enable the parties hereto advisable to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical or the Ancillary Documents. The Company shall bear 100% of the costs incurred in connection with obtaining such Consents, and any and all filing fees or other costs payable to a Governmental Entity in connection with (x) the preparation, filing or mailing of the Registration Statement / Proxy Statement and any printing, mailing or similar fees or costs in connection with the preparation, filing or mailing of the Registration Statement / Proxy Statement and (y) the French Foreign Investment Clearance and any approvals required by a Governmental Entity under applicable antitrust or competition Laws (excluding, in each case, legal fees) (collectively, the “Filing and Consent Fees”); provided, however, that, subject to Section 8.6, each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents; provided, further, that if this Agreement is terminated in accordance with Section 7.1 prior to the terms provided Closing, within five (5) Business Days of such termination SPAC shall reimburse the Company for at 50% of the time this Agreement was executed Filing and delivered Consent Fees actually paid by the parties heretoCompany hereunder. Notwithstanding SPAC shall promptly inform the foregoingCompany of any material communication between SPAC, nothing contained herein on the one hand, and any Governmental Entity, on the other hand, and the Company shall require (i) Buyer to enter into promptly inform SPAC of any agreement or material communication between the Company, on the one hand, and any Governmental Entity, on the other arrangement for the financing hand, in either case, regarding any of the transactions contemplated hereby on terms that are not satisfactory by this Agreement or any Ancillary Document. Nothing in this Section 5.2 obligates any Party or any of its Affiliates to Buyeragree to (i) sell, in license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its sole discretion or Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any party hereto of the foregoing measures with respect to initiate any litigation, make other Party or any substantial payment or incur any material economic burdenof its Affiliates, except for payments a party presently is contractually obligated to make, to obtain any with SPAC’s and the Company’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of SPAC, TopCo, Merger Sub and the parties hereto agrees Company shall, and the Company shall cause its Subsidiaries to: (i) use their respective reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (ii) use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicablepracticable the Transactions, including using reasonable best efforts to obtain all material approvals of Governmental Authorities that any of SPAC, the transactions contemplated herebyCompany, including or their respective Affiliates are required to obtain in order to consummate the Transactions; provided that in no event shall TopCo, SPAC, Merger Sub, the Company or its Subsidiaries be obligated to bear any material expense, pay any material fee or grant any material concession in connection with obtaining any such approvals (other than any required filing fees in connection therewith); provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of all any such approvals, and (iii) take such other action as may reasonably be necessary consents, waivers, authorizations, orders and approvals or as any other Party may reasonably request to satisfy the conditions of third parties, whether private the other Parties set forth in Article X or governmental, required of it to enable it otherwise to comply with this Agreement. The Parties shall promptly inform the conditions precedent to consummating other of any substantive communication between itself, and any Governmental Authority regarding any of the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies each Party and their Personnel to provide all necessary cooperation with the arrangement of respective Affiliates shall not enter into any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto Governmental Authority not to consummate the transactions contemplated by hereby, except with the prior consent of the other Parties. Nothing in this Agreement on terms as nearly as possible identical Section 9.02 obligates any Party or any of its Affiliates to agree to, and the terms provided Company shall not for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoingpurpose of satisfying any condition set forth in Article X without SPAC’s consent, nothing contained herein shall require (i) Buyer sell, license or otherwise dispose of, or hold separate and agree to enter into sell, license or otherwise dispose of, any agreement entities, assets or other arrangement for the financing facilities of the transactions contemplated hereby on terms that are not satisfactory to BuyerCompany or any of its Subsidiaries or any entity, in facility or asset of such Party or any of its sole discretion or Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any party hereto of the foregoing measures with respect to initiate any litigation, make other Party or any substantial payment or incur any material economic burdenof its Affiliates, except for payments a party presently is contractually obligated to make, to obtain any with such other Parties’ prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating reasonably practicable the transactions contemplated by this Agreement (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement. Each party agrees , to cooperate fully with the other party in assisting it execute and delivery such Ancillary Document when required pursuant to comply with this Section 5.8Agreement, and Shareholders agree (ii) using reasonable best efforts to take such steps as may be necessary obtain the PIPE Financing on the terms and subject to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assetsconditions set forth in the PIPE Subscription Agreements). Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use reasonable best efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale Governmental Entities or other disposition to a third party of such portion Persons necessary, proper or portions of the Companies' Assets or Business as are necessary to enable the parties hereto advisable to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical or the Ancillary Documents (such Consents, the “Third-Party Consents”). (A) The Company and Tailwind shall each bear fifty percent (50%) of the HSR Act filing fee, any filing fees or other costs payable to a Governmental Entity in connection the preparation, filing or mailing of the Registration Statement / Proxy Statement and any printing, mailing or similar fees or costs in connection with the preparation, filing or mailing of the Registration Statement / Proxy Statement and (B) subject to Section 8.6 and the immediately preceding clause (A), each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any Third-Party Consents. Each Party shall (x) make any appropriate filings pursuant to the terms provided for at HSR Act with respect to the time transactions contemplated by this Agreement was executed promptly (and delivered in any event within five (5) Business Days) following the date of this Agreement and (y) respond as promptly as reasonably practicable to any requests by any Governmental Entity for additional information and documentary material that may be requested pursuant to the parties heretoHSR Act. Notwithstanding Tailwind shall promptly inform the Company of any communication between any Tailwind Party, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform Tailwind of any communication between the Company or the Company Stockholder Representative, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement or any Ancillary Document. Without limiting the foregoing, nothing contained herein each Party and their respective Affiliates shall require (i) Buyer to not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement or other arrangement for the financing of with any Governmental Entity not to consummate the transactions contemplated hereby on terms that are not satisfactory or by the Ancillary Documents, except with the prior written consent of Tailwind and the Company. Nothing in this Section 5.2 obligates any Party or any of its Affiliates to Buyeragree to (1) sell, in license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its sole discretion Affiliates, (2) terminate, amend or assign existing relationships and contractual rights or obligations, (3) amend, assign or terminate existing licenses or other agreements or (ii4) enter into new licenses or other agreements. No Party shall agree to any party hereto of the foregoing measures with respect to initiate any litigation, make other Party or any substantial payment or incur any material economic burdenof its Affiliates, except for payments a party presently is contractually obligated to make, to obtain any with Tailwind’s and the Company’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets6.9. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and the Company agrees to cause the Companies and their its Personnel to provide all necessary reasonable cooperation in connection with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; request and (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No Except as set forth in Schedule 6.9, no consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies Company without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer any party hereto or any of its respective Affiliates to enter into sell, transfer, divest or otherwise dispose of any agreement of its respective business, assets or other arrangement for the financing properties in connection with this Agreement or any of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenburden (including as a result of any divestiture), except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating reasonably practicable the transactions contemplated by this Agreement (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article VI and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement. Each party agrees , to cooperate fully with execute and deliver such Ancillary Document when required pursuant to this Agreement, and (ii) the Company taking, or causing to be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.2(a) of the Company Disclosure Schedules to be terminated effective as of the Closing without any further obligations or Liabilities to the Company or any of its Affiliates (including the other party in assisting it to comply with this Section 5.8Group Companies and, from and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect after the AssetsClosing, the Listed Parties)). Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use reasonable best efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale Governmental Entities or other disposition to a third party of such portion Persons necessary, proper or portions of the Companies' Assets or Business as are necessary to enable the parties hereto advisable to consummate the transactions contemplated by this Agreement or the Ancillary Documents. Armada (or Cayman NewCo) shall promptly inform the Company of any material communication between any Listed Party, on terms as nearly as possible identical to the terms provided for at one hand, and any Governmental Entity, on the time other hand, and the Company shall promptly inform Armada (or Cayman NewCo) of any material communication between the Company or any other Group Company, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement was executed and delivered by the parties heretoor any Ancillary Document. Notwithstanding Without limiting the foregoing, nothing contained herein each Party and their respective Affiliates shall require (i) Buyer to not enter into any agreement or other arrangement for the financing of with any Governmental Entity not to consummate the transactions contemplated hereby on terms that are or by the Ancillary Documents, except with the prior written consent of Armada and the Company. In furtherance and not satisfactory in limitation of the foregoing in this Section 5.2(a), to Buyerthe extent required under any Antitrust Laws, in its sole discretion or (ii) any each party hereto agrees to initiate promptly (and in connection with any litigationrequired filings under the HSR Act, no later than ten (10) Business Days after the date of this Agreement) make any substantial payment required filing or incur application under Antitrust Laws, as applicable. Further, notwithstanding anything to the contrary contained in this Agreement, the Parties agree and acknowledge that any material economic burden, except for payments a party presently is contractually obligated costs or fees related to make, to obtain any consent, waiver, authorization, order required filing or approval.application under Antitrust Laws shall be borne 50/50 by Armada and the Company. 63

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate, consummate and make effective as promptly as practicablereasonably practicable the Transactions including, the transactions contemplated herebywithout limitation, including the obtaining of using its reasonable best efforts to provide, obtain and maintain all necessary third party or other notices, permits, consents, waiversapprovals, authorizations, qualifications and orders of, and approvals the expiration or termination of third partieswaiting periods by, whether private or governmental, required of it Governmental Entities and parties to enable it to comply Contracts with the Company and the other Group Companies as set forth in Section 5.5 that are reasonably required in connection with the consummation of the Transactions and to fulfill the conditions precedent to consummating the transactions contemplated by Transactions. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement. Each party agrees to cooperate fully with , the other party in assisting it to comply with this Section 5.8, proper officers and Shareholders agree directors of each Party shall use their reasonable best efforts to take all such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assetsaction. Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financingGovernmental Entities or other Persons necessary, proper or advisable to consummate the Transactions, and (ii) oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Transactions, and defend, or amendments cause to be defended, any Proceedings challenging the Arrangement or waivers this Agreement or the Transactions (provided that no Party shall consent to the entry of any judgment or settlement with respect to such Proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed). The Company and SPAC shall each bear 50% of the costs incurred in connection with existing financing arrangementsobtaining such Consents and any filing fees or other costs payable to a Governmental Entity in connection the preparation, to be consummated in respect filing or mailing of the transactions contemplated by this AgreementRegistration Statement / Proxy Statement and any printing, including participation mailing or similar fees or costs in meetingsconnection with the preparation, due diligence sessions filing or mailing of the Registration Statement / Proxy Statement (excluding legal fees), including, subject to Section 11.6, its own out-of-pocket costs and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information expenses in connection with the preparation of any fairness opinion which such Consents. Each Party shall promptly inform the Buyer other Parties in writing of (i) with respect to the Company, any Company Material Adverse Effect that occurs after the date hereof, or any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate with such other changes, events, occurrence, effects, state of facts, circumstances, would reasonably be expected to lead to a Company Material Adverse Effect; (ii) any material communications it has with any Governmental Entity regarding any of the Transactions; (iii) any notice or other communication from any Person alleging that a consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is or may request of any investment bank or similar firm, be required in each case as connection with the Buyer or such bank shall reasonably requestTransactions; and (iiiiv) each party hereto shall defend and cooperate with each other party in defending any legal proceedingsProceeding commenced or threatened against, whether judicial relating to or administrative and whether brought derivatively involving or on behalf of third parties, challenging otherwise affecting this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalTransactions.

Efforts to Consummate. Subject to the terms and conditions herein provided, each Each of the parties hereto agrees shall use their respective reasonable best efforts to use its reasonable efforts prepare all documentation, to effect all applications, notices and filings and to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper proper, or advisable to consummate, consummate the transactions contemplated hereby as promptly soon as practicable, the transactions contemplated herebyincluding obtaining all Consents from any Governmental Authority necessary to be obtained by it, including the obtaining of all necessary consentsor its Subsidiaries or Affiliates, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of in order for it to enable it to comply with the conditions precedent to consummating the consummate such transactions contemplated by this Agreement. Each party agrees to cooperate fully with Agreement (including the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsRequisite Regulatory Approvals). Without limiting the generality of the foregoing, as soon as practicable, Purchaser and Seller and their respective Affiliates shall make all necessary filings in respect of the Requisite Regulatory Approvals as promptly as practicable after the date of this Agreement, and shall make all other necessary filings as promptly as practicable after the date of this Agreement. The parties shall coordinate and cooperate with one another in exchanging and providing such information as necessary to carry out the foregoing (iother than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality). After the date of this Agreement and prior to the Closing, each party shall, subject to applicable Laws relating to the exchange of information (a) Shareholders agree have the right to provide review in advance, and to cause the Companies and their Personnel to provide all necessary cooperation extent practicable consult with the arrangement of other prior to sending any financingmaterial notices to, making any material filings with, or amendments having any material communications with any Person with respect to the transactions contemplated by this Agreement, (b) promptly consult with the other parties with respect to all material notices sent, all material confidential filings made or waivers any other material confidential information supplied by such party to a Person in connection with existing financing arrangementsthis Agreement and the transactions described herein, to be consummated in respect and (c) promptly inform the other parties of any material communication from any Person regarding any of the transactions contemplated herein, including advising the other parties upon receiving any material communication from a Governmental Authority, the Consent of which is required for the consummation of the transactions contemplated by this Agreement, including participation in meetingsthat causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, due diligence sessions and road showswithout limiting the scope of the foregoing paragraphs, the preparation receiving party shall, to the extent permitted by applicable Law (i) promptly advise the other parties of offering memoranda the receipt of such Regulatory Communication and similar documents as Buyer shall reasonably request; provide a copy of such Regulatory Communication to the other parties, (ii) Shareholders agree provide the other parties with a reasonable opportunity to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information participate in connection with the preparation of any fairness opinion which response thereto and the Buyer may request preparation of any investment bank other substantive submission or similar firmcommunication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in each case as the Buyer connection therewith that contain competitively sensitive business or such bank shall reasonably request; proprietary information filed or submitted under a claim of confidentiality), and (iii) each provide the other parties with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party hereto shall defend and cooperate or its Representatives may have from time to time with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of Governmental Authority with respect to the transactions contemplated herebyby this Agreement. No considerationNotwithstanding anything to the contrary in this Agreement, whether such consideration nothing contained in this Agreement shall consist require Purchaser, Seller, the Bank or any of their respective Affiliates to take, or agree to take, any actions that Purchaser determines in good faith would be expected to, individually or in the aggregate (A) have a Material Adverse Effect on Purchaser or the Bank following Closing, (B) require the ownership, capitalization, governance or operations of the payment Bank following Closing to deviate in any material respect from the ownership, capitalization, governance or operations contemplated by this Agreement, or (C) result in materially burdensome regulatory conditions being imposed on the Bank or Purchaser or their respective Affiliates that could materially reduce the benefits of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time such a degree that Purchaser would not have entered into this Agreement was executed had such conditions, restrictions or requirements been known or enacted as of the date hereof (each of clauses (A), (B) and delivered by (C) being a “Materially Burdensome Regulatory Condition”) and, for the parties hereto. Notwithstanding the foregoingavoidance of doubt, nothing contained herein shall require (i) Buyer any requirements to enter into disclose any agreement competitively sensitive business, or other arrangement for the financing proprietary information, or publicly disclose sensitive personal financial or biographical information of the transactions contemplated hereby on terms that are not satisfactory to Buyer, Purchaser or its Affiliates shall be deemed a “Materially Burdensome Regulatory Condition” unless otherwise determined by Purchaser in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvaldiscretion.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) the Shareholders agree to provide provide, and to cause Holding and the AAC Companies and their Key Personnel to provide provide, at the expense of the Company, all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, meetings and due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated herebysessions. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders Holding, the AAC Companies or the Companies Shareholders without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties heretoInvestors. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer any party hereto or any of its respective Affiliates to sell, transfer, divest or otherwise dispose of any of its respective business, assets or properties in connection with this Agreement or any of the transactions contemplated hereby, (ii) the Company to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to BuyerInvestors, in its sole discretion or (iiiii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenburden (including as a result of any divestiture), except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Seller, Buyer, Parent Guarantor and each of their respective Affiliates shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate, consummate and make effective as promptly as practicablepracticable the transactions contemplated hereby (including the satisfaction, but not waiver, of the closing conditions set forth in ARTICLE VII and obtaining consents of all Governmental Entities necessary to consummate the transactions contemplated hereby, including ). The HSR Act filing fee will be split equally between Xxxxx and Seller. Each Party shall make an appropriate filing pursuant to the obtaining HSR Act (which filing shall specifically request early termination of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it the waiting period prescribed by the HSR Act) with respect to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees Agreement promptly (and in any event, within two (2) Business Days) after the date of this Agreement and shall supply as promptly as practicable to cooperate fully with the other party in assisting it to comply with this Section 5.8, appropriate Governmental Entities any additional information and Shareholders agree to take such steps as documentary material that may be necessary requested pursuant to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsHSR Act. Without limiting the generality of the foregoing, (i) Shareholders Buyer, Seller, Parent Guarantor and each of their respective Affiliates shall not take any action that has or may have the effect of extending any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby, except with the prior written consent of Seller, and (ii) Buyer and Parent Guarantor agree to provide take (and Buyer’s and Parent Guarantor’s “reasonable best efforts” shall expressly including the taking of) all actions that are necessary or advisable or as may be required by any Governmental Entity to cause expeditiously (and in no event later than the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of Termination Date) consummate the transactions contemplated by this Agreement, including participation in meetingsincluding, due diligence sessions (A) selling, licensing or otherwise disposing of, or holding separate and road showsagreeing to sell, the preparation license or otherwise dispose of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement entities, assets or other arrangement for facilities of any Group Company after the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion Closing or (ii) any party hereto entity, facility or asset of Buyer, Parent Guarantor or any of their respective Affiliates before or after the Closing, (B) terminating, amending or assigning existing relationships and contractual rights and obligations (other than terminations that would result in a breach of a contractual obligation to initiate any litigationa third party) and (C) amending, make any substantial payment assigning or incur any material economic burden, except for payments terminating existing licenses or other agreements (other than terminations that would result in a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order breach of a license or approvalsuch other agreement with a third party) and entering into such new licenses or other agreements.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Seller, Purchaser and the parties hereto agrees to Company shall use its their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate and make effective as reasonably promptly as practicable, practicable after the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of date hereof the transactions contemplated by this Agreement, including participation in meetingsincluding: (i) preparing and filing with a Governmental Entity as reasonably promptly as practicable all necessary applications, due diligence sessions notices, petitions, filings, ruling requests and road showsother documents, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies obtain as reasonably promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity, including pursuant to lending, consumer credit and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firminsurer control requirements, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto order to consummate the transactions contemplated by this Agreement on terms (collectively, the “Governmental Approvals”) (and Purchaser shall be responsible for all filing fees incident thereto) and (ii) subject to Section 6.02(e), as nearly reasonably promptly as possible identical practicable taking all steps as may be necessary to the terms provided for at the time this Agreement was executed obtain all such Governmental Approvals. In furtherance and delivered by the parties hereto. Notwithstanding not in limitation of the foregoing, nothing contained herein shall require each party hereto agrees to (iA) Buyer make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within 10 Business Days of the date of this Agreement, (B) make appropriate and complete filings to obtain all consents, authorizations or approvals of state regulatory authorities or commissions governing consumer lending and insurance in the various states in which the Company or any Company Subsidiary operates that are required to be made in order to consummate the transactions contemplated hereby as reasonably promptly as practicable (the “State Regulatory Approvals”), (C) make all other filings that are required to be made in order to consummate the transactions contemplated hereby pursuant to other Regulatory Laws or other applicable Laws with respect to the transactions contemplated hereby as reasonably promptly as practicable, and (D) not extend any waiting period under the HSR Act, or enter into any agreement with the Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”) or any other arrangement for the financing of Governmental Entity not to consummate the transactions contemplated hereby on terms by this Agreement, except with the prior written consent of the Seller, the Purchaser or the Company (as the case may be) (which shall not be unreasonably withheld, conditioned or delayed). Seller, Purchaser and the Company shall supply, and shall cause their respective Affiliates to supply, as reasonably promptly as practicable, any additional information or documentation that are not satisfactory may be requested pursuant to Buyeror in connection with the HSR Act, the State Regulatory Approvals, any other Regulatory Law or any other applicable Law (including, with respect to Purchaser and its Affiliates, (x) providing financial reports, certificates, legal opinions or other information, (y) making Representatives, members of senior management, control persons and any other Person requested pursuant to or in connection with the HSR Act, the State Regulatory Approvals, any other Regulatory Law or any other applicable Law, in each case, with appropriate seniority and expertise, available to participate in discussions or hearings and (z) providing personal information, including fingerprints, personal financial statements and securities holdings, of members of senior management and control persons (as determined by the applicable Governmental Entity) requested pursuant to or in connection with the HSR Act, the State Regulatory Approvals, any other Regulatory Law or any other applicable Law) and use its sole discretion reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act, any other Regulatory Law and any State Regulatory Approvals as soon as possible (ii) including complying with any party hereto “second request” for information or similar request from a Governmental Entity pursuant to initiate any litigation, make any substantial payment Regulatory Laws or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalState Regulatory Approvals).

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets5.12. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in any defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders VA or the Companies BB without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any consent of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties heretoother. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer any party hereto or any of their respective Affiliates to enter into sell, transfer, divest or otherwise dispose of any agreement of its respective material lines of business, material assets or other arrangement for the financing material properties in connection with this Agreement or any of the transactions contemplated hereby on terms that are not satisfactory to Buyerhereby, in its sole discretion or (iiiii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenburden (including as a result of any divestiture), except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approval.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its commercially reasonable efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicablereasonably practicable the Transactions (including (i) the satisfaction, but not waiver, of the transactions contemplated herebyclosing conditions set forth in ARTICLE VIII and, including in the obtaining case of all any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement, (ii) using commercially reasonable efforts to obtain the PIPE Financing on the terms and subject to the conditions set forth in the PIPE Subscription Agreements and (iii) amending the Plan of Arrangement and any other Ancillary Document to the extent necessary consents, waivers, authorizations, orders and approvals to implement the terms of third parties, whether private or governmental, required of it to enable it to comply any other definitive documentation agreed upon by the Parties in connection with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsExchangeable Share structure). Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use reasonable best efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financingGovernmental Entities or other Persons necessary, proper or amendments or waivers advisable to consummate the Transactions. The Company and SPAC shall each bear 50% of the costs incurred in connection with existing financing arrangementsobtaining such Consents and any filing fees or other costs payable to a Governmental Entity in connection the preparation, to be consummated in respect filing or mailing of the transactions contemplated by this AgreementRegistration Statement / Proxy Statement and any printing, including participation mailing or similar fees or costs in meetingsconnection with the preparation, due diligence sessions filing or mailing of the Registration Statement / Proxy Statement (excluding legal fees); provided, however, that, subject to Section 10.6, each Party shall bear its out-of-pocket costs and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information expenses in connection with the preparation of any fairness opinion which such Consents. NewCo shall submit promptly, but in any event within seven (7) Business Days after the Buyer date of this Agreement the notification pursuant to Sections 11 and 12 of the Investment Canada Act and each Party shall respond as promptly as reasonably practicable to any requests by any Governmental Entity for additional information and documentary material that may request be requested, pursuant to the Investment Canada Act. SPAC shall promptly inform the Company of any investment bank or similar firmmaterial communication between any SPAC Party, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform SPAC of any material communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedingseither case, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with regarding any of the transactions contemplated herebyTransactions. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding Without limiting the foregoing, nothing contained herein each Party and their respective Affiliates shall require (i) Buyer to not extend any waiting period, review period or comparable period under the Investment Canada Act or enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are with any Governmental Entity not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burdenconsummate Transactions, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalwith the prior written consent of SPAC and the Company.

Efforts to Consummate. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate, as promptly as practicable, the transactions contemplated hereby, including the including, but not limited to, filing all such reports, notifications and other filings pursuant to federal, state, local or governmental regulation and obtaining of all necessary consents, waivers, authorizations, orders orders, approvals, Licenses and approvals Permits, licenses and/or waivers of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement and the Related Agreements. Seller agrees to cooperate fully, and to cause its officers and employees to cooperate fully, with Buyer and its officers, auditors, legal counsel, investment bankers and their legal counsel in connection with the financing of the transactions contemplated hereby including without limitation, an audit to be conducted by Ernst & Young LLP of the financial statements of the Business for Seller's prior fiscal years and the preparation of proforma financial statements of the Business giving effect to the transactions contemplated by this Agreement, including providing Buyer's officers, auditors, legal counsel, investment bankers and their legal counsel with such documents and information relating to such financial statement as they may reasonably request and authorizing Seller's officers and auditors to fully discuss with Buyer's officers, auditors, legal counsel, investment bankers and their legal counsel such documents and information. Each party agrees to cooperate fully with each of the other party parties in assisting it them to comply with the provisions of this Section 5.8, 619 and Shareholders agree Seller agrees to take such steps as may be necessary to remove any liens, mortgages, charges, pledges, security interests or other Encumbrances (other than Permitted EncumbrancesExceptions) which affect the Purchased Assets. Without limiting The term "Permitted Exceptions" as used in this Agreement means (a) statutory liens for current taxes or assessments not yet due or delinquent; (b) mechanics', carriers', workers', repairers' and other similar liens arising or incurred in the generality Ordinary Course of Business relating to obligations as to which there is no default on the foregoingpart of Seller, provided that the same shall be fully discharged of record before the Closing; (c) exceptions shown on the surveys furnished by Seller to Buyer or obtained by Buyer and set forth on Schedule 4.11 or 4.12(h) and agreed to by Buyer as provided in Section 6.22, and (d) such other liens, imperfections in title, charges, easements, restrictions and encumbrances which either (i) Shareholders agree are set forth on Schedule 4.11 or 4.12(h) and have been agreed to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, by Buyer as provided in Section 6.22 or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause do not in the Companies and their Personnel to provide all necessary cooperation and information in connection with aggregate impair the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation value of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised Purchased Assets by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties heretothan Fifty Thousand Dollars ($50,000). Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any no party hereto shall be required to initiate any litigation, make any substantial payment or incur any material economic burden, burden (other than as to Buyer with respect to the provision of a letter of credit regarding the landfill) and except for payments a party presently is contractually obligated payment otherwise then required to makebe made by it, to obtain any consent, waiver, authorization, order or approval. If, despite its efforts, any party is unable to obtain any consent, waiver, authorization, order or approval, and such failure to obtain such consent, waiver, authorization, order or approval would have a material adverse effect on the Purchased Assets or the Business, the other party may terminate this Agreement and shall have no liability therefor, except as is provided in Section 13.2.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of Parent and the parties hereto agrees to Company shall use its their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate, consummate and make effective as reasonably promptly as practicable, practicable after the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of date hereof the transactions contemplated by this Agreement, including participation in meetings(i) preparing and filing with a Governmental Entity as reasonably promptly as practicable all necessary applications, due diligence sessions notices, petitions, filings, ruling requests, and road shows, the preparation of offering memoranda and similar other documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies obtain as reasonably promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity, including pursuant to lending, consumer credit and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firminsurer license requirements, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto order to consummate the transactions contemplated by this Agreement on terms (collectively, the “Governmental Approvals”) (and Parent shall be responsible for all filing fees incident thereto) and (ii) as nearly reasonably promptly as possible identical practicable taking all steps as may be necessary to the terms provided for at the time this Agreement was executed obtain all such Governmental Approvals. In furtherance and delivered by the parties hereto. Notwithstanding not in limitation of the foregoing, nothing contained herein shall require each party hereto agrees to (iA) Buyer make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within 10 Business Days of the date of this Agreement, (B) make all filings that are required to be made in order to consummate the transactions contemplated hereby pursuant to relevant Foreign Investment Clearances, other Regulatory Laws or other applicable Laws with respect to the transactions contemplated hereby, as reasonably promptly as practicable, but in no event later than 20 business days after the date of this Agreement (unless Parent and the Company agree to a later date), and (C) not extend any waiting period under the HSR Act, or enter into any agreement with the Federal Trade Commission (the “FTC”), the United States Department of Justice (the “DOJ”) or any other arrangement for the financing of Governmental Entity not to consummate the transactions contemplated hereby by this Agreement, except with the prior written consent of the other party hereto (which shall not be unreasonably withheld, conditioned or delayed). Parent and the Company shall supply, and shall cause their respective Affiliates to supply, as reasonably promptly as practicable, any additional information or documentation that may be requested pursuant to or in connection with the HSR Act relevant Foreign Investment Clearances, or any other Regulatory Law (including, with respect to Parent and its Affiliates, (x) providing financial reports, certificates, legal opinions or other information, (y) making Representatives, members of senior management, control persons and any other Person requested pursuant to or in connection with the HSR Act, Foreign Investment Clearances, or any other Regulatory Law (including the Persons set forth on terms that are not satisfactory to BuyerSection 6.03(a) of the Parent Disclosure Letter), in each case, with appropriate seniority and expertise, available to participate in discussions or hearings and (z) providing personal information, including fingerprints, personal financial statements and securities holdings, of members of senior management, control persons and any other Person requested pursuant to or in connection with the HSR Act, Foreign Investment Clearances, or any other Regulatory Law (including the Persons set forth on Section 6.03(a) of the Parent Disclosure Letter)), and use its sole discretion reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act, Foreign Investment Clearances, and any other Regulatory Law as soon as possible (ii) including complying with any party hereto “second request” for information or similar request from a Governmental Entity pursuant to initiate other Foreign Investment Laws or Regulatory Laws). Prior to the Closing, the Company may submit an initial notification to DCSA of the transaction pursuant to the current National Industrial Security Program Operating Manual Rule, 32 C.F.R. Part 117 (the “NISPOM Rule”). Following the Closing, Parent shall, and shall cause the Surviving Company to, use reasonable best efforts to submit any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated changed condition notification to make, to obtain any consent, waiver, authorization, order or approvalDCSA in accordance with the NISPOM Rule.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating reasonably practicable the transactions contemplated by this Agreement (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement. Each party agrees , to cooperate fully with execute and deliver such Ancillary Document when required pursuant to this Agreement and (ii) the other party in assisting it Company taking, or causing to comply with this be taken, all actions necessary or advisable to cause the agreements set forth on Section 5.85.2(a) of the Company Disclosure Schedules to be terminated effective as of the Closing without any further obligations or liabilities to the Company or any of its Affiliates (including, from and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect after the AssetsEffective Time, ALPA)). Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use reasonable best efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financingGovernmental Entities necessary, proper or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto advisable to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical or the Ancillary Documents. The Company shall bear the costs incurred in connection with obtaining such Consents, including the HSR Act filing fee; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (i) make any appropriate filings pursuant to the terms provided for at HSR Act with respect to the time transactions contemplated by this Agreement was executed promptly (and delivered in any event within ten (10) Business Days) following the date of this Agreement and (ii) respond as promptly as reasonably practicable to any requests by any Governmental Entity for additional information and documentary material that may be requested pursuant to the parties heretoHSR Act. Notwithstanding ALPA shall promptly inform the Company of any communication between any ALPA Party, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform ALPA of any communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement or any Ancillary Document. Without limiting the foregoing, nothing contained herein each Party and their respective Affiliates shall require (i) Buyer to not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement or other arrangement for the financing of with any Governmental Entity not to consummate the transactions contemplated hereby on terms that are not satisfactory or by the Ancillary Documents, except with the prior written consent of ALPA and the Company. Nothing in this Section 5.2 obligates any Party or any of its Affiliates to Buyeragree to (i) sell, in its sole discretion license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of the Company, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any party hereto of the foregoing measures with respect to initiate any litigation, make any substantial payment or incur any material economic burdenother Party, except for payments a party presently is contractually obligated to make, to obtain any with ALXX’s and the Company’s prior written consent, waiver, authorization, order or approval.

Efforts to Consummate. Subject to the terms Purchaser and conditions herein provided, each of the parties hereto agrees to Securicor Georgia shall use its reasonable efforts to take, take or cause to be taken, taken all action actions and to do, do or cause to be done, done all things necessary, proper or advisable required under applicable law in order to consummate, as promptly as practicable, consummate the transactions contemplated hereby, including the including, without limitation, (a) obtaining of all necessary consents, waivers, authorizations, orders consents and approvals of third parties, whether private any Person that are required for or governmental, required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised and by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of other documents describing the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Lawshereby (collectively, the Buyer would be prevented from acquiring one or more portions "Transaction Documents"), (b) taking any and all reasonable actions necessary to satisfy all of the Companies' Assets or Business conditions to their respective obligations hereunder as contemplated herein, then the parties hereto shall fully cooperate set forth in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated Article 15 and (c) executing and delivering all agreements and documents required by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was hereof to be executed and delivered by Sellers, Purchaser, Securicor Georgia or any of them, on or prior to the Closing. Nothing in this Section 8.07 shall prejudice the right of Purchaser to rely on the condition in Section 15.03(c). Sellers and Purchaser will use their reasonable best efforts to obtain the consent of the other parties hereto. Notwithstanding the foregoingto any contract, nothing contained herein shall require (i) Buyer to enter into any agreement license, performance bond, lease or other arrangement document or any claim or right or benefit arising thereunder for the financing assignment thereof to Purchaser as Purchaser reasonably may request. If such consent is not obtained or if an intended assignment thereof would be ineffective or would adversely affect the rights of Sellers or any of their respective Affiliates thereunder so that Purchaser would not in fact receive all such rights, Sellers and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser would obtain the transactions contemplated hereby on terms that are not satisfactory benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing or subleasing to BuyerPurchaser, in its sole discretion or (ii) under which Sellers would enforce for the benefit of Purchaser, with Purchaser assuming Sellers' obligations and any and all rights of Sellers against a third party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalthereto.

Efforts to Consummate. Subject to the terms and conditions herein provided, each (a) Each of the parties hereto agrees to Company, Seller and Buyer shall use its reasonable best efforts to take, take or cause to be taken, taken all action actions and promptly to do, do or cause to be done, done all things necessary, proper or advisable (i) to consummate, consummate and make effective the transactions contemplated by this Agreement as promptly as practicablereasonably practicable following the date of this Agreement and (ii) to obtain any Governmental Approvals, including FCC Consents and PUC Consents, to enable all waiting periods under the HSR Act to expire and to avoid or eliminate any impediment under any Law asserted by any Governmental Authority applicable to the transactions contemplated hereby, in each case of this clause (ii), to cause the Closing and the other transactions contemplated hereby to occur as promptly as reasonably practicable following the date of this Agreement and, in any event, prior to the Outside Date, including promptly complying with or modifying any requests or inquiries for additional information or documentation (including any second request) by any Governmental Authority. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in no event shall Buyer or any of its Subsidiaries or Affiliates be required, in connection with obtaining of all any Governmental Approvals necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with cause the conditions precedent set forth in Section 6.1 or 6.2(e) to consummating be satisfied, to take any actions or agree to any restrictions or concessions that, individually or in the aggregate, would (A) reasonably be expected to impair to any material extent the overall benefits to Buyer from the transactions contemplated by this Agreement. Each party agrees to cooperate fully Agreement or (B) impose costs, cause a diminution of value or interfere with the other party ownership or operation of the Company, in assisting it to comply with this Section 5.8each case, and Shareholders agree to take that a business the size of the Company would deem material in any respect (any such steps as may be action, a “Burdensome Accommodation”); provided that Buyer shall, if necessary to remove resolve any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree objections that a Governmental Authority may assert with respect to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (x) the sale, divestiture, license or other disposition of two (2) of the brands set forth in meetingsSection 5.3(a) of the Buyer Disclosure Letter and (y) an agreement to continue the conduct of business described in Section 5.3(a) of the Buyer Disclosure Letter on the terms set forth in such schedule, due diligence sessions and road showsany such action described in clause (x) or (y) above shall be deemed not to be, and shall not be taken into account in determining the existence of, a Burdensome Accommodation; provided, however, that if Buyer, the preparation Company or any of offering memoranda their respective Subsidiaries agree to or are required to submit to terms with respect to the conduct of business described in Section 5.3(a) of the Buyer Disclosure Letter that are less favorable to Buyer, the Company or any of their respective Subsidiaries than the terms set forth in such schedule, then the incremental impact of such terms shall be taken into account in determining the existence of a Burdensome Accommodation. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, (x) Seller, the Company and similar documents their respective Subsidiaries shall take actions and agree to conditions with respect to the Business or assets of the Company or any of the Company’s Subsidiaries in connection with obtaining any Governmental Approvals only as Buyer shall reasonably request; (ii) Shareholders agree may request by notice to provide and Seller in writing as necessary to cause the Companies and their Personnel conditions set forth in Section 6.1 or 6.2(e) to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firmbe satisfied, in each case as the Buyer or but only if (A) such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or actions are conditioned on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No considerationClosing and have no effect prior to the Closing and (B) to the extent any such action requires any expenditures by Seller, whether the Company or any of their respective Subsidiaries prior to the Closing, such consideration expenditures are borne by Buyer, (y) in no event shall consist of the payment of money or shall Seller be required to take any action or agree to any restrictions or concessions with respect to itself or its Subsidiaries (other formthan the Company or its Subsidiaries) or any of their respective businesses (other than the Business) and (z) Buyer shall have sole discretion to determine whether or not to, for and shall in no event be required to, initiate any such consentAction or litigate any threatened or pending Action or preliminary or permanent injunction or other order, waiver judgment or agreement necessary to the consummation decree of the transactions contemplated hereby shall be given a Governmental Authority or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available Law in connection with obtaining any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are Governmental Approvals necessary to enable cause the parties hereto conditions set forth in Section 6.1 or 6.2(e) to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalbe satisfied.

Efforts to Consummate. Subject to the terms and conditions herein provided, each Each of the parties hereto agrees to Parties shall (and shall cause its respective Affiliates to) use its all commercially reasonable efforts to take, or cause to be taken, all action lawful and reasonable actions within its control and to do, or cause to be done, all lawful and reasonable things necessary, proper or advisable within its control necessary to consummate, as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with fulfill the conditions precedent to consummating the obligations of such Party hereunder and to consummate and make effective as promptly as reasonably practicable the transactions contemplated by this Agreement. Each party agrees Agreement and to cooperate fully with each other in connection with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assetsforegoing. Without limiting the generality of the foregoing, (ia) Shareholders agree each Party will cooperate and use all commercially reasonable efforts to provide take, or cause to be taken, all appropriate actions and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financingmake, or amendments or waivers in connection with existing financing arrangements, cause to be consummated in respect of made, all filings necessary, proper or advisable under any Antitrust Law and all other applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including participation in meetingstheir respective commercially reasonable efforts to obtain, due diligence sessions prior to the Closing, all Business Permits and road shows, Orders of Governmental Authorities as are required for the preparation consummation of offering memoranda and similar documents as Buyer shall reasonably requestthe transactions contemplated by this Agreement; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iiib) each party hereto shall Party will defend and cooperate with each against any lawsuits or other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third partiesadministrative, challenging this Agreement or the consummation performance of the transactions contemplated hereby. No consideration, whether such consideration shall consist obligations under this Agreement; and (c) Buyer or its Affiliates will sell or divest of the payment of money any asset or shall take any other form, business set forth on Schedule 5.2 as required for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby by this Agreement. Without limiting the generality of the first sentence of this Section 5.2, Seller shall use commercially reasonable efforts to obtain all Seller Approvals and Buyer shall use commercially reasonable efforts to cooperate with Seller in respect of obtaining the same. Nothing in this Agreement shall be given construed as an attempt or promised an agreement by Shareholders Seller or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated herebyElk City Entities to assign or cause the assignment of any contract or agreement which is described on Schedule 3.5(b) and non-assignable without the consent of the other party or parties thereto, unless such consent shall have been given. In no event shall “commercially reasonable efforts” as used in this Agreement be deemed to require (x) the event that, owing to restrictions imposed payment of any cash or other consideration by any LawsParty to this Agreement to any third party or Governmental Authority, the other than filing fees and related expenses or (y) Buyer would be prevented from acquiring one or more portions its Affiliates to sell or divest of any asset or business (other than as set forth in clause (c) of this Section 5.2 or otherwise agreed in writing by Seller and Buyer); terminate existing relationships, contractual rights or obligations or terminate any venture or other arrangement; create any relationship, contractual right or obligation; effectuate any other change or restructuring; or agree to any of the Companies' foregoing with respect to the Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale or other disposition to a third party of such portion or portions of the Companies' Assets or Business as are necessary to enable the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalElk City Business.

Efforts to Consummate. Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees to party shall use its commercially reasonable efforts to take, take or cause to be taken, taken all action actions and to do, do or cause to be done, done all things necessaryrequired under all applicable Laws, proper or advisable Orders and Contracts in order to consummate, as promptly as practicable, consummate the transactions contemplated hereby, including the obtaining of (i) all necessary commercially reasonable efforts to obtain or make from or with all Persons all such consents, approvals, authorizations, waivers, authorizations, orders notifications and approvals of third parties, whether private or governmental, filings as are required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect obtained or made by such party under such Laws, Orders and Contracts for the consummation of the transactions contemplated by this Agreementhereby (including the filing of all notification and reports forms and other information required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, including participation in meetingsas amended (the "HSR Act")), due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree in the case of the Seller Group, all commercially reasonable efforts to provide assist the Purchaser in replacing the Company's performance bonds and guarantees; provided, however, that nothing contained herein shall require the Purchaser to cause undertake any action, including the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation divestiture of any fairness opinion which assets or properties, that may be required to obtain the Buyer may request consent or approval of any investment bank the United States Federal Trade Commission or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf Department of third parties, challenging this Agreement or Justice for the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist The Company and each of the payment of money or its Subsidiaries shall take any other formall commercially reasonably actions and do all things, for any such consentand the Stockholder shall cause the Company and each of its Subsidiaries to take all actions and do all things, waiver required to extinguish at or agreement necessary prior to the consummation of the transactions contemplated hereby shall be given First Closing all Funded Indebtedness and to release any and all Encumbrances on or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with affecting any of the transactions contemplated herebyCompany's or any of the its Subsidiaries' assets or properties, other than the Permitted Encumbrances. In The Company and the event thatStockholder shall use commercially reasonable efforts to procure that legal title to all the Shares is transferred to the Stockholder to hold them as nominee for the Shareholders until the First Closing, owing including, without limitation, complying with all requirements of the Financial Services and Markets Xxx 0000 and all regulations made thereunder. Purchaser shall use commercially reasonably efforts to restrictions imposed assist the Company and Stockholder in complying with all requirements of the Financial Services and Markets Xxx 0000 and all regulations made thereunder. Upon the completion and filing of all reports required to be filed by any Lawsthe Purchaser pursuant to the Securities Exchange Act and the Purchaser's determination that an exemption is available from the registration requirements of the Securities Act and applicable U.S. state securities laws, the Buyer would Purchaser shall offer to acquire, on the same terms and conditions as provided for herein, and the Stockholder shall cause to be prevented from acquiring one delivered to Purchaser, on the same terms and conditions provided for herein, all remaining issued and outstanding shares of Stock (other than Stock owned by the Purchaser) and the Company shall release or more portions allow to lapse all outstanding Options, warrants, convertible loans or other rights for the purchase of shares of capital stock or convertible securities of the Companies' Assets Company so that on such date, all such Options, warrants, convertible loans or Business other rights may no longer be exercised and the Purchaser is the owner and has good title, free and clear of all Encumbrances, to one hundred percent (100%) of the issued and outstanding shares of Stock, on a fully diluted basis, as contemplated hereinif all outstanding Options, then the parties hereto shall fully cooperate in arranging warrants, convertible loans or other rights for the sale purchase of shares of capital stock or convertible securities of the Company had been fully (a) exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Stock, if so convertible) as of such date or (b) released or lapsed as of such date so that such Options, warrants, convertible loans or other disposition to a third party of such portion or portions rights may no longer be exercised. As of the Companies' Assets or Business as are necessary to enable Second Closing Date, the parties hereto to consummate Stockholder shall permit the transactions contemplated Persons that participated in the Second Closing (whether by this Agreement on terms as nearly as possible identical transferring shares of Stock to the terms provided for at Stockholder or by consenting to the time this Agreement was executed and delivered by the parties hereto. Notwithstanding the foregoingrelease or lapse of Options, nothing contained herein shall require (i) Buyer to enter into any agreement warrants, convertible loans or other arrangement rights for the financing purchase of shares of capital stock or convertible securities of the transactions contemplated hereby on terms Company that are not satisfactory owned by such Person) to Buyer, in its sole discretion receive a portion of the consideration paid or (ii) any party hereto payable pursuant to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalSection 1.2 of this Agreement.

Efforts to Consummate. Subject to the terms and conditions herein providedof this Agreement, each of the parties hereto agrees to party shall use its commercially reasonable efforts to take, take or cause to be taken, taken all action actions and to do, do or cause to be done, done all things necessaryrequired under all applicable Laws, proper or advisable Orders and Contracts in order to consummate, as promptly as practicable, consummate the transactions contemplated hereby, including the obtaining of (i) all necessary commercially reasonable efforts to obtain or make from or with all Persons all such consents, approvals, authorizations, waivers, authorizations, orders notifications and approvals of third parties, whether private or governmental, filings as are required of it to enable it to comply with the conditions precedent to consummating the transactions contemplated by this Agreement. Each party agrees to cooperate fully with the other party in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the Assets. Without limiting the generality of the foregoing, (i) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation with the arrangement of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect obtained or made by such party under such Laws, Orders and Contracts for the consummation of the transactions contemplated by this Agreementhereby (including the filing of all notification and reports forms and other information required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, including participation in meetingsas amended (the "HSR Act")), due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree in the case of the Seller Group, all commercially reasonable efforts to provide assist the Purchaser in replacing the Company's performance bonds and guarantees; provided, however, that nothing contained herein shall require the Purchaser to cause undertake any action, including the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation divestiture of any fairness opinion which assets or properties, that may be required to obtain the Buyer may request consent or approval of any investment bank the United States Federal Trade Commission or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf Department of third parties, challenging this Agreement or Justice for the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist The Company and each of the payment of money or its Subsidiaries shall take any other formall commercially reasonably actions and do all things, for any such consentand the Stockholder shall cause the Company and each of its Subsidiaries to take all actions and do all things, waiver required to extinguish at or agreement necessary prior to the consummation of the transactions contemplated hereby shall be given Closing all Funded Indebtedness and to release any and all Encumbrances on or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with affecting any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by Company's or any Laws, the Buyer would be prevented from acquiring one or more portions of the Companiesits Subsidiaries' Assets assets or Business properties, other than the Permitted Encumbrances. The Company and the Stockholder shall use commercially reasonable efforts to procure that legal title to all the Shares is transferred to the Stockholder to hold them as contemplated herein, then the parties hereto shall fully cooperate in arranging nominee for the sale or other disposition to a third party of such portion or portions Shareholders until Closing, including, without limitation, complying with all requirements of the Companies' Assets or Business as are necessary Financial Services and Markets Axx 0000 and all regulations made thereunder. Purchaser shall use commercially reasonably efforts to enable assist the parties hereto to consummate the transactions contemplated by this Agreement on terms as nearly as possible identical to the terms provided for at the time this Agreement was executed Company and delivered by the parties hereto. Notwithstanding the foregoing, nothing contained herein shall require (i) Buyer to enter into any agreement or other arrangement for the financing Stockholder in complying with all requirements of the transactions contemplated hereby on terms that are not satisfactory to Buyer, in its sole discretion or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approvalFinancial Services and Markets Axx 0000 and all regulations made thereunder.

Efforts to Consummate. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to Parties shall use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to consummate, consummate and make effective as promptly as practicable, the transactions contemplated hereby, including the obtaining of all necessary consents, waivers, authorizations, orders and approvals of third parties, whether private or governmental, required of it to enable it to comply with the conditions precedent to consummating reasonably practicable the transactions contemplated by this Agreement (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article 6 and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement. Each party agrees , to cooperate fully with execute and deliver such Ancillary Document when required pursuant to this Agreement and (ii) using reasonable best efforts to obtain the other party PIPE Financing on the terms and subject to the conditions set forth in assisting it to comply with this Section 5.8, and Shareholders agree to take such steps as may be necessary to remove any Encumbrances (other than Permitted Encumbrances) which affect the AssetsPIPE Subscription Agreements. Without limiting the generality of the foregoing, (i) Shareholders agree each of the Parties shall use reasonable best efforts to provide and to cause the Companies and their Personnel to provide all necessary cooperation obtain, file with the arrangement or deliver to, as applicable, any Consents of any financing, or amendments or waivers in connection with existing financing arrangements, to be consummated in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions and road shows, the preparation of offering memoranda and similar documents as Buyer shall reasonably request; (ii) Shareholders agree to provide and to cause the Companies and their Personnel to provide all necessary cooperation and information in connection with the preparation of any fairness opinion which the Buyer may request of any investment bank or similar firm, in each case as the Buyer or such bank shall reasonably request; and (iii) each party hereto shall defend and cooperate with each other party in defending any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties, challenging this Agreement or the consummation of the transactions contemplated hereby. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent, waiver or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by Shareholders or the Companies without the prior written approval of Buyer. No Shareholder shall seek to exercise any dissenters rights or similar rights which may become available in connection with any of the transactions contemplated hereby. In the event that, owing to restrictions imposed by any Laws, the Buyer would be prevented from acquiring one or more portions of the Companies' Assets or Business as contemplated herein, then the parties hereto shall fully cooperate in arranging for the sale Governmental Entities or other disposition to a third party of such portion Persons necessary, proper or portions of the Companies' Assets or Business as are necessary to enable the parties hereto advisable to consummate the transactions contemplated by this Agreement on terms or the Ancillary Documents. The Company and SOAC shall each bear 50% of the costs incurred in connection with obtaining such Consents, including the Investment Canada Act Approval (if required), and any filing fees or other costs payable to a Governmental Entity in connection the preparation, filing or mailing of the Registration Statement / Proxy Statement and any printing, mailing or similar fees or costs in connection with the preparation, filing or mailing of the Registration Statement / Proxy Statement (excluding legal fees); provided, however, that, subject to Section 9.6, each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any such Consents. Each Party shall (i) submit promptly after the date of this Agreement the application for review pursuant to Section 17 of the Investment Canada Act (only if deemed to be required or appropriate by either Party, acting reasonably) and (ii) respond as nearly promptly as possible identical reasonably practicable to any requests by any Governmental Entity for additional information and documentary material that may be requested pursuant to the terms provided for at Investment Canada Act. SOAC shall promptly inform the time Company of any material communication between any SOAC Party, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform SOAC of any material communication between the Company, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the transactions contemplated by this Agreement was executed or any Ancillary Document. Without limiting the foregoing, each Party and delivered their respective Affiliates shall not extend any waiting period, review period or comparable period under the Investment Canada Act or enter into any agreement with any Governmental Entity not to consummate the transactions contemplated hereby or by the parties heretoAncillary Documents, except with the prior written consent of SOAC and the Company. Nothing in this Section 5.2 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates, except with SOAC’s and the Company’s prior written consent. Notwithstanding the foregoing, nothing contained herein shall require the Parties agree to offer commercially reasonable and customary undertakings as may reasonably be required to obtain Investment Canada Act Approval (i) Buyer only if such approval is deemed to enter into be required or appropriate by either Party, acting reasonably). For greater certainty, SOAC will not offer any agreement or other arrangement for undertakings to obtain Investment Canada Act Approval without the financing consent of the transactions contemplated hereby on terms that are Company, such consent not satisfactory to Buyerbe unreasonably withheld, in its sole discretion conditioned or (ii) any party hereto to initiate any litigation, make any substantial payment or incur any material economic burden, except for payments a party presently is contractually obligated to make, to obtain any consent, waiver, authorization, order or approval.delayed. 66