Common use of Efforts Clause in Contracts

Efforts. In furtherance and not in limitation of their obligations under this Agreement, the Buyer Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including any provision of this Section 7.2, shall require, or be construed to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Merger.

Efforts. In furtherance and not in limitation of their obligations under this Agreement, the Buyer Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to Without limiting the contrary generality of the foregoing, in this Agreement, nothing in this Agreement, including any provision of fulfilling their obligations under this Section 7.27.2(b), the Buyer Parties shall, and shall require, or be construed to require, Parent or the Company or any of cause their respective Affiliates to to, proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or and (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Merger. In furtherance and not in limitation of the foregoing, the Parties shall use their reasonable best efforts to contest and defend against the entry of, or to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary, or permanent, under any Antitrust Law that would restrain, prevent or delay the Closing on or before the Termination Date, including defending through litigation on the merits any claim asserted in any court with respect to the transactions contemplated by this Agreement.

Efforts. In furtherance Upon the terms and not in limitation subject to the conditions of their obligations under this Agreement, each of the Buyer Parties shall, and shall cause their respective Affiliates to, will use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may betake, or becomecause to be taken, required under the HSR Act for the consummation of the Merger all actions and to avoid the entry ofdo, or effect cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and defend the dissolution of, any Order that would otherwise have Transactions. From the effect of preventing or materially delaying the Merger or that would cause Execution Date through the Closing not to occur prior to Date, Seller will operate the Termination DateRadiopharmacy Business in the Ordinary Course of Business in all material respects. In furtherance Not in limitation of the foregoing, and notwithstanding any limitation in the foregoing: (a) If an application (not including, for greater certainty, mere investigations or inquiries) is initiated by the Commissioner under section 92 of the Competition Act seeking an Order from the Competition Tribunal that would rescind, dissolve or otherwise unwind any of the Transactions or any provision of any Transaction Document, in whole or in part, then in each such case, Buyer Parties shall takeand its Affiliates and Subsidiaries will, and not refrain from takingprior to an Order being made by the Competition Tribunal, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary actions (at its and their own cost and expense) including by selling or divesting, or agreeing to sell or divest, assets (including any of the Purchased Assets) to a third party or modifying or terminating, or agreeing to modify or terminate, any existing commercial relationships (other than with Seller) or Contracts (other than any of the Transaction Documents) or entering into, or agreeing to enter into, supply agreements and/or agreements for the licensing of intellectual property, in each case, solely to the extent required to avoid an Order from the Competition Tribunal requiring rescission, dissolution or eliminate each and every impediment other unwinding of any of the Transactions in a manner that involves Seller or its Affiliates or adversely affects any of Seller’s rights under the HSR Act so as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including any provision of this Section 7.2, shall requireTransaction Documents, or be construed to require, Parent that would involve the put or the Company or other sale of any of their respective Affiliates the Purchased Assets or Assumed Liabilities back to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s Seller or its Affiliates’ ability ; provided further that Buyer will, and will cause its Affiliates, to take any and all actions (at its and their own cost and expense) to have vacated, lifted, reversed, repealed or operaterescinded any Order from the Competition Tribunal requiring rescission, dissolution or other unwinding of any such assetsof the Transactions in a manner that involves Seller or its Affiliates or adversely affects any of Seller’s rights under the Transaction Documents, licenses, operations, rights, product lines, businesses or interests therein that would involve the put or Parent’s other sale of any of the Purchased Assets or Assumed Liabilities back to Seller or its Affiliates’ ability ; provided further that Buyer will not consent to voteany agreement with the Commissioner (whether under Section 92 of the Competition Act or otherwise) that involves rescission, transferdissolution or unwinding of any of the Transactions, receive dividends in whole or otherwise exercise full ownership in part, or that involves the put or sale of any of the Purchased Assets or Assumed Liabilities back to Seller or its Affiliates or that adversely affects any of Seller’s rights under the Transaction Documents; and provided further that Buyer will not be required to take actions that, in the aggregate, would cause a material adverse effect on its combined business (including the Radiopharmacy Business). In addition, Buyer will provide Seller on a timely basis with a copy of all communications and correspondence with respect to the capital stock Transactions, including attachments and briefs, between (A) Buyer, its Affiliates and its advisors, on the one hand, and (B) the Commissioner of Competition, on the other. (b) Buyer agrees, and will cause its Affiliates, to exercise reasonable best efforts to take any and all actions (at its and their own cost and expense) necessary to avoid, contest and defend against any dissolution, rescission or other unwinding or modification of the Company Transactions, in whole or in part, under the Surviving Corporation; provided that Parent can compel the Company to (Investment Canada Act, and to cause its Affiliates to) agree to have vacated, lifted, reversed, repealed or rescinded any such term Order for dissolution, rescission or condition other unwinding or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation modification of the Offer and Transactions that may be initiated, asserted or issued by any Governmental Authority with respect to the MergerTransactions, under the Investment Canada Act, including by way of notice, requirement, referral, investigation, inquiry, Order or Legal Proceeding.

Efforts. In furtherance (a) Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law and regulations to consummate and make effective the Transactions, to cause all conditions to the obligations of the other parties hereto to effect the Merger to be satisfied, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement, in each case, so that the Closing may occur by no later than the End Date; provided that, notwithstanding anything in this Section 6.08 or any other provision in this Agreement to the contrary (but, with respect to the Company, subject to the last sentence of this Section 6.08(a)), no party shall be required to agree (and the Company shall not in agree, and shall cause its Subsidiaries not to agree, without the prior written consent of Parent) to (i) any license, sale or other disposition or holding separate (through establishment of a trust or otherwise) of any shares of its capital stock or of any of its businesses, assets or properties, its Subsidiaries or Affiliates, (ii) the imposition of any limitation on the ability of Parent or its Affiliates or the Company or its Subsidiaries to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses or assets and, in the case of Parent, the businesses or assets of the Company and its Subsidiaries or (iii) the imposition of any impediment on Parent or its Affiliates or the Company or its Subsidiaries under any statute, rule, regulation, executive order, decree, Order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (i), (ii) or (iii), an “Action of Divestiture”). Nothing herein shall require Parent or its Affiliates or permit the Company or its Subsidiaries (without the prior written consent of Parent) to litigate with any Governmental Entity. Nothing in this Agreement shall require Parent or its Affiliates or permit the Company or its Subsidiaries (without the prior written consent of Parent) to pay any consideration or agree to any modifications of existing Contracts or enter into new Contracts (other than the payment of customary filing and application fees) in connection with obtaining any waivers, consents or approvals from Governmental Entities or other Persons in connection with this Agreement or the Merger. Without limiting any obligations of the Company under this Agreement, the Buyer Parties Company shall, and shall cause their respective Affiliates its Subsidiaries to, use agree to such Actions of Divestiture and enter into such Contracts as may be requested by Parent in connection with the objectives set forth in the first sentence of this Section 6.08(a) so long as such Actions of Divestiture and Contracts are conditioned on the Closing having occurred. (b) The parties hereto will, or will cause their respective reasonable best efforts “ultimate parent entities” as that term is defined in the HSR Act, as reasonably advisable, to make as promptly obtain as reasonably practicable (and, in any clearanceevent, consent, authorization or Order solely in the case of any Governmental Authority that may be, or become, required necessary filings and notifications under the HSR Act for Act, within eighteen (18) days following the consummation of date hereof) all necessary filings and notifications and other submissions with respect to this Agreement and the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment Transactions under the HSR Act so Act, the EC Merger Regulation, and any other applicable Antitrust Laws. To the extent permitted by Applicable Law, each of the Company and Parent shall inform the other of any material communication between the Company or Parent or any Affiliate thereof (as to enable applicable) and any Governmental Entity regarding the Parties to expeditiously close transactions contemplated by this Agreement. If the Merger prior Company or Parent or any Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Termination Date. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, nothing then, except to the extent prohibited by Applicable Law, the Company or Parent (as applicable) shall promptly inform the other and make, or cause to be made, as soon as reasonably practicable, a response in substantial compliance with such request. Without limiting the generality or effect of Section 6.08(a), to the extent permitted by Applicable Law, the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the HSR Act, the EC Merger Regulation or any other applicable Antitrust Laws. (c) Without limiting the generality of Section 6.08(b), to the extent permitted by Applicable Law, in connection with this AgreementAgreement and the Transactions, the parties agree to (i) give each other reasonable advance notice of all meetings, calls or other communications with any Governmental Entity relating to any Antitrust Laws, (ii) give each other an opportunity to participate in each of such meetings, calls or other communications, (iii) if any Governmental Entity initiates a substantive oral communication regarding any Antitrust Laws, to add the other parties hereto to such call if practicable and, if not practicable, to promptly notify the other parties hereto of the substance of such communication, (iv) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity regarding any Antitrust Laws and (v) provide each other with copies of all written communications from any Governmental Entity relating to any Antitrust Laws. Any disclosures or provision of this copies by one Party to the other may be made on an outside counsel basis, if appropriate. (d) (A) Following the consultation with the Company as contemplated by Section 7.26.08(b) and Section 6.08(c), Parent shall requirehave the exclusive right to make all strategic and tactical decisions as to the manner in which to obtain from any Governmental Entity under the HSR Act, the EC Merger Regulation or any other applicable Antitrust Laws, any actions or non-actions, consents, approvals, authorizations, clearances or orders required to be construed to require, obtained by Parent or the Company or any of their respective Affiliates in connection with the consummation of the transactions contemplated by this Agreement, (B) Parent and its Representatives shall have no obligation to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such dispositionshare with the Company, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company its Subsidiaries or any of their respective Representatives (other than outside antitrust counsel) any nonpublic information, data or materials about any of the businesses or operations of Parent and its Affiliates and (C) the Company will not, nor will it permit any of its Subsidiaries or Representatives to consent theretomake any communications with, or proposals relating to, or enter into, any understanding, undertaking or agreement with, any Governmental Entity relating to the Transactions without Parent’s prior review and approval. (e) Subject to the proviso to Section 6.08(a); , the Company shall use its commercially reasonable efforts to obtain the consents listed on Section 6.08(e) of the Company Disclosure Schedules. For the avoidance of doubt, the Company shall not be required to pay any amount or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability accommodation with the counter-party to own or operate, obtain any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the Mergerconsent.

Efforts. In furtherance (a) Subject to the terms and not in limitation conditions of their obligations under this Agreement, the Buyer Parties shallCompany and Parent shall take, or cause to be taken, all actions and shall to do, or cause their respective Affiliates toto be done, use their respective reasonable best efforts all things necessary, proper or advisable under Applicable Law to consummate the Transactions as soon as reasonably possible (and in any event prior to the End Date), including (i) preparing and filing as promptly obtain any clearance, consent, authorization or Order of as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that may beare necessary, proper or become, required advisable to consummate the Transactions. The parties hereto understand and agree that the obligations of Parent under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from this Section 8.01 include taking, and shall cause their respective Affiliates causing its Subsidiaries to take and to not refrain from takingtake, any and all steps actions necessary or appropriate to avoid or eliminate each and every impediment under the HSR Act any Applicable Law or otherwise so as to enable the Parties consummation of the Transactions to expeditiously close the Merger occur as soon as reasonably possible (and in any event prior to the Termination End Date. Notwithstanding anything ), including: (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with or required by any Governmental Authority in connection with the Transactions; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the contrary in this Agreementsale, nothing in this Agreementdivestiture or disposition of businesses, including product lines or assets of Parent, any provision of this Section 7.2, shall requireits Subsidiaries, or be construed to require, Parent or those of the Company or any of their respective Affiliates its Subsidiaries; (C) terminating existing relationships, contractual rights or obligations of Parent or its Subsidiaries (including those of the Company and each of its Subsidiaries); (D) otherwise taking or committing to proffer take actions that after the Closing would limit Parent’s or its Subsidiaries’ (including the Company’s or its Subsidiaries’) freedom of action with respect to, or agree: (i) its ability to retain or exercise rights of ownership or control with respect to, sell, divest, lease, license, transfer, dispose one or more of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rightsthe businesses, product lines, businesses lines or interest therein assets of Parent, Parent or its Subsidiaries (including the Company or any of their respective Affiliates its Subsidiaries) (each of the foregoing described in any of Section 8.01(a)(A) through (D), a “Regulatory Concession”); (E) defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the Transactions or the other Transaction Documents or which would otherwise prohibit, materially delay or materially impair the consummation of the Transactions or the other Transaction Documents; and (F) seeking to consent thereto)have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement or the Transactions. If requested by Parent, the Company and each of its Subsidiaries shall agree to any Regulatory Concession; provided that none of the Company or the Company’s Subsidiaries shall be required to agree to any Regulatory Concession that is not conditioned upon consummation of the Transactions; provided further that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Section 8.01 or any other provision of any Transaction Document shall require Parent to accept any Regulatory Concessions (including, solely for purposes of this proviso, with respect to (i) any investment fund, investment vehicle, or management or advisory entity managed by, advised by, managing, advising, or affiliated with Parent; or (ii) to agree to any material changes portfolio company (including through a licensing arrangementas such term is commonly understood in the private equity industry) or restriction onother investment of any such investment fund, investment vehicle, or management or advisory entity) other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights than with respect to Parent and Parent’s Subsidiaries (including Merger Sub, the capital stock Company and its Subsidiaries). (b) In furtherance and not in limitation of the Company or the Surviving Corporation; provided that foregoing, each of Parent can compel and the Company to shall (and to Parent shall cause its Affiliates to) (i) make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event within ten (10) Business Days after the date hereof and (ii) make or cause to be made all necessary registrations, declarations, notices, or filings required under the Antitrust Laws in the jurisdictions set forth on Section 8.01(b) of the Company Disclosure Schedule as promptly as practicable. Each of Parent and the Company shall respond as promptly as practicable to any inquiries received from any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Each party hereto shall (i) notify the other parties of any substantive communication to that party from any Governmental Authority, and, subject to Applicable Law, permit the other parties to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority, (ii) promptly furnish the other parties with copies of all correspondence, filings and written communications between it and its Representatives, on the one hand, and such Governmental Authority, on the other hand, with respect to this Agreement and the Transactions, (iii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with this Agreement or the Transactions unless it consults with the other parties in advance and, to the extent permitted by such term Governmental Authority, gives the other parties the opportunity to attend and participate thereat and (iv) furnish the other parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives on the one hand, and any Governmental Authority or condition members or take their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement. Any materials contemplated for exchange in connection with this Section 8.01 may be withheld as necessary to address reasonable privilege, sensitive information or confidentiality concerns, or redacted to remove references concerning valuation or other competitively sensitive material, and the parties may, as they deem advisable and necessary, designate any materials provided to the other under this Section 8.01 as “outside counsel only.” (c) Parent will (i) determine the timing and strategy and be responsible for the content of any substantive oral or written communications with any applicable Governmental Authority, and (ii) lead all proceedings and activities, in each such actions case under clauses (i) and (ii) with respect to seeking actions, consents, approvals or agree waivers of any Governmental Authority under the HSR Act; provided, however, that the foregoing shall be reasonably designed to obtain all required actions, consents, approvals and waivers of all Governmental Authorities under the HSR Act at least ten (10) Business Days prior to the End Date and Parent shall reasonably consult with the Company and in good faith consider its views regarding the foregoing. (d) Parent shall cause Sponsor and each of its Affiliates to take such actions) so long all actions as are necessary or appropriate to file or cause to be filed all documentation, notifications, submissions or filings as are described in this Section 8.01 by the effectiveness of such term dates or condition or action is conditioned upon within the consummation of the Offer and the Mergerperiods specified therein.

Efforts. In furtherance Upon the terms and not subject to the conditions set forth in limitation of their obligations under this Agreement, Buyer, Holdings and the Buyer Parties shall, and Seller shall cause their respective Affiliates to, use their respective commercially reasonable best efforts to promptly take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactions, including (a) the obtaining of all Governmental Consents and the making of all filings, registrations, or declarations, specified in Section 4.5 and Section 5.4 and the taking of all necessary steps to obtain any clearancesuch Governmental Consents and to make such registrations, consent(b) the obtaining of all necessary consents, authorization approvals or Order waivers from, and the provision of notices to third parties, (c) the defending of any Governmental Authority that may beLitigations, whether judicial or becomeadministrative, required under the HSR Act for challenging this Agreement or the consummation of the Merger Contemplated Transactions, including, seeking to have any stay, temporary restraining order or other injunctive relief or Order entered by any court or other Governmental Authority vacated or reversed, and (d) the execution and delivery of any additional instruments necessary to consummate the Contemplated Transactions and to avoid fully carry out the entry ofpurposes of this Agreement; provided, that such efforts shall not require agreeing to any obligations or effect accommodations (financial or otherwise) binding on Buyer, the dissolution of, any Order that would otherwise have Seller or Holdings in the effect of preventing or materially delaying the Merger or that would cause event the Closing does not to occur prior to the Termination Dateoccur. In furtherance of Without limiting the foregoing, none of the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates take or agree to take and any action that could reasonably be expected to result in any of the conditions set forth in Article VII not refrain from takingbeing satisfied or to impair, any and all steps necessary to avoid prevent or eliminate each and every impediment under delay the HSR Act so as to enable consummation of the Parties to expeditiously close the Merger prior to the Termination DateContemplated Transactions. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, nothing in this Agreement, including any provision of this Section 7.2, Agreement shall require, or be construed to require, Parent or require the Company Buyer or any of their respective its Affiliates to proffer (or to offer to, or agree: ): (i) toconsent to any Order or other agreement providing for the sale, sell, divest, lease, license, transfer, dispose of licensing or otherwise encumber; or to hold separate pending such other disposition, any or the holding separate of, or other limitations or restrictions on, particular assets, licenses, operations, rights, product lines, businesses categories of assets or interest therein lines of Parent, business of the Company Companies or the Buyer or any of their respective Affiliates (or to consent thereto); or its Affiliates, (ii) to agree to effect any material changes disposition, licensing or holding separate of assets or lines of business, (including through a licensing arrangementiii) terminate any existing relationships and contractual rights and obligations or restriction on, (iv) take any action that limits the Buyer’s (or other impairment any of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights ’) freedom of action with respect to the capital stock any of the Company assets or business of the Buyer or any of its Affiliates or the Surviving Corporation; provided that Parent can compel the Company Companies, or their ability to (and to cause its Affiliates to) agree to retain any such term of their assets or condition or take any such actions (or agree to take such actions) so long as the effectiveness lines of such term or condition or action is conditioned upon the consummation of the Offer and the Mergerbusiness.

Efforts. In furtherance (i) During the period from the date hereof and continuing until the earlier of the valid termination of this Agreement and the Closing Date, Buyer and its Affiliates shall not in limitation of their obligations under this Agreementtake any action, the Buyer Parties shallincluding entering into any transaction, and shall cause their respective Affiliates to, use their respective reasonable best efforts that would reasonably be expected to promptly obtain prevent or delay any clearance, consent, authorization filings or Order of any Governmental Authority that may be, or become, approvals required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior applicable competition Laws. (ii) Notwithstanding anything in this Agreement to the Termination Date. In furtherance of the foregoingcontrary, the Buyer Parties and its Subsidiaries shall take, and not refrain from taking, and shall or cause their respective Affiliates to take and to not refrain from takingbe taken, any and all steps necessary actions and do, or cause to avoid be done, any and all things necessary, proper or advisable to avoid, eliminate and resolve each and every impediment under and obtain all consents required to permit the HSR Act so satisfaction of the conditions in Article VII, as to enable the Parties to expeditiously close the Merger prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreementpromptly as reasonably practicable, including any provision of this Section 7.2, shall require, or be construed by offering to: (A) proffer and agree to require, Parent or the Company or any of their respective Affiliates to proffer to, or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; , or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein and effectuate such actions with respect to such assets of Parent, the Company or any of their respective Affiliates (or to consent thereto); or (ii) to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s Buyer or its Affiliates’ ability Subsidiaries (and the entry into agreements with, and submission to own Orders giving effect thereto) if such action is necessary to avoid, prevent, eliminate or operateremove the issuance of any Order that would reasonably be expected to materially delay, any such assetsrestrain, licensesprevent, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends enjoin or otherwise exercise full ownership prohibit consummation of the Transactions by any Governmental Entity; (B) terminate any existing relationships and contractual rights and obligations of Buyer including, after the Closing, with respect to the capital stock Business or any of the Company Transferred Assets; (C) amend or terminate existing licenses or other intellectual property agreements and to enter into such new licenses or other intellectual property agreements; (D) take any and all actions and make any and all behavioral commitments, whether or not they limit or modify Buyer’s rights of ownership in, or ability to conduct the Surviving Corporationbusiness of, the Business or any of the Transferred Assets; and (E) enter into agreements, including with the relevant Governmental Entity, giving effect to the foregoing clauses (A) through (D) (such actions in clauses (A) through (E), “Required Actions”); provided that Parent can compel (1) such Required Actions are conditioned upon and become effective only from and after the Company Closing and (2) for the avoidance of doubt, no Affiliate of Buyer (other than any Subsidiary) shall be required to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as the effectiveness of such term or condition or action is conditioned upon the consummation of the Offer and the MergerRequired Actions.

Efforts. In furtherance and not in limitation of the foregoing, if and to the extent advisable and necessary to obtain the expiration or termination of the waiting period pursuant to the HSR Act and any approvals or consents of each Governmental Authority as set forth on Section 7.1(b) of the Company Disclosure Letter, as soon as reasonably practicable and in any event prior to the Termination Date, each of Parent and Merger Sub shall (and shall cause their obligations under respective controlled Affiliates to) (i) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (A) the sale, divestiture, license or other disposition of any and all of the capital stock, share capital or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent and Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand; and (B) any other restrictions on the activities of Parent and Merger Sub (and their respective controlled Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand; and (ii) contest, defend and appeal any Legal Proceedings, whether judicial or administrative, challenging this AgreementAgreement or the consummation of the Merger; provided, however, that, notwithstanding anything in the Buyer Parties Agreement or this Section 6.2(b) to the contrary, nothing in this Agreement shall limit the obligation of Parent and Merger Sub to, and Parent and Merger Sub hereby agree that they shall, and shall cause each of their respective controlled Affiliates to, use their respective reasonable best efforts to promptly obtain any clearance, consent, authorization or Order of any Governmental Authority that may be, or become, required under the HSR Act for the consummation of the Merger and to avoid the entry of, or effect the dissolution of, any Order that would otherwise have the effect of preventing or materially delaying the Merger or that would cause the Closing not to occur prior to the Termination Date. In furtherance of the foregoing, the Buyer Parties shall take, and not refrain from taking, and shall cause their respective Affiliates to take and to not refrain from taking, any and all steps necessary to avoid or eliminate each and every impediment under the HSR Act so as any Antitrust Laws, Foreign Investment Laws or other Legal Restraints to enable the Parties to expeditiously close consummate the Merger and the other transactions contemplated hereby prior to the Termination Date. Notwithstanding anything to the contrary ; provided however, that in this Agreementno event shall Parent, nothing in this Agreement, including any provision of this Section 7.2, shall require, Merger Sub or be construed to require, Parent or the Company or any of their respective Affiliates be required to proffer to(and the Company and its Subsidiaries and controlled Affiliates shall not, without Parent’s prior written consent) take any of the actions described in this Section 6.2(b) if they would have a material adverse impact on (x) the business or agree: (i) to, sell, divest, lease, license, transfer, dispose of or otherwise encumber; or to hold separate pending such disposition, any assets, licenses, operations, rights, product lines, businesses or interest therein assets of Parent, Merger Sub and their respective controlled Affiliates (taken as a whole), on the one hand or (y) the business or assets of the Company and its Subsidiaries (taken as a whole), on the other hand; provided, further, that Parent and Merger Sub shall not be obligated to take or any of their respective Affiliates (or to consent thereto); or (ii) to agree to take any material changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s or its Affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or Parent’s or its Affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights action with respect to the capital stock of the Company or the Surviving Corporation; provided that Parent can compel the Company to (and to cause its Affiliates to) agree to any such term or condition or take any such actions (or agree to take such actions) so long as Subsidiaries the effectiveness of such term which is not conditioned on the Closing occurring. In no event shall Parent, Merger Sub or condition their respective Affiliates be required to agree to obtain prior approval or action is conditioned upon other approval from a Governmental Authority, or submit a notification or otherwise notify a Governmental Authority, prior to consummating any future transaction (other than the consummation of the Offer and the Mergertransactions contemplated by this Agreement).